vietnam

Law on investment 2005

Law on investment 2005

NATIONAL ASSEMBLY  SOCIALIST REPUBLIC OF VIETNAM 
Independence - Freedom - Happiness 
No. 59-2005-QH11 
LAW  ON INVESTMENT 
Pursuant to the 1992 Constitution of the Socialist Republic of Vietnam as amended by 
Resolution 51-2001-QH10 passed by Legislature X of the National Assembly at its 10th Session 
on 25 December 2001; 
This Law regulates investment activities. 
CHAPTER 1 
General Provisions
Article 1  Governing scope 
This Law regulates investment activities for business purposes; the rights and obligations of 
investors; the guarantee of lawful rights and interests of investors; encouragement of investment 
and investment incentives; State administration of investment activities in Vietnam and offshore 
investment from Vietnam. 
Article 2  Applicable entities
1. Domestic investors and foreign investors carrying out investment activities within the 
territory of Vietnam; offshore investments made from Vietnam. 
2. Organizations and individuals involved in investment activities. 
Article 3  Interpretation of terms
In this Law, the following terms shall be construed as follows: 
1.  Investment means the use of capital in the form of tangible or intangible assets for the 
purposes of forming assets by investors to carry out investment activities in accordance 
with the provisions of this Law and other provisions of the relevant laws. 
2.  Direct investment means a form of investment whereby the investor invests its invested 
capital and participates in the management of the investment activity. 
3.  Indirect investment means a form of investment through the purchase of shares, share 
certificates, bonds, other valuable papers or [investment through]
1
 a securities investment 
fund and through other intermediary financial institutions and whereby the investor does 
not participate directly in the management of the investment activity. 
                                                
1  Phillips Fox Note: Words not appearing in the Vietnamese text have been inserted in square parentheses to aid 
comprehension.© Phillips Fox Translation  2
4.  Investor means any organization or individual carrying out investment activities in 
accordance with the law of Vietnam, comprising: 
 (a) Enterprises from all economic sectors established in accordance with the Law on 
Enterprises; 
 (b) Co-operatives and co-operative groups established in accordance with the Law on 
Co-operatives; 
 (c) Enterprises with foreign owned capital established prior to the date of effectiveness 
of this Law; 
 (d) Business households, individuals; 
 (dd) Foreign organizations and individuals; Vietnamese residing overseas; foreigners 
permanently residing in Vietnam; 
 (e) Other organizations as permitted by the law of Vietnam. 
5.  Foreign investor means any foreign organization or individual using capital in order to 
carry out an investment activity in Vietnam. 
6.  Enterprises with foreign owned capital comprise any enterprise established by a foreign 
investor in order to conduct investment activities in Vietnam; or a Vietnamese enterprise 
in which a foreign investor purchases shares, [with which it] merges or which it acquires.    
7.  Investment activity  means activities of investors throughout the investment process, 
comprising the stages of investment preparation, performance and management of the 
investment project. 
8.  Investment project means a collection of proposals for the expenditure of medium and 
long-term capital in order to carry out an investment activity in a specific geographical 
area and for a specified duration. 
9.  Invested capital means the money and other lawful assets used to carry out the 
investment activity either in the form of direct investment or indirect investment. 
10.  State capital means capital for investment and development funded from the State 
Budget, capital funded by credit facilities guaranteed by the State, capital funded by credit 
facilities for investment and development of the State, and other investment capital of the 
State. 
11.  Investment owner means an organization or individual being a capital owner, a person 
representing an owner or a borrower which directly manages and uses capital in order to 
carry out an investment activity. 
12.  Foreign investment means the remittance of capital in  cash or other lawful assets by 
foreign investors into Vietnam in order to carry out investment activities. 
13.  Domestic investment means the use of capital in cash or other lawful assets by domestic 
investors in order to carry out investment activities in Vietnam. © Phillips Fox Translation  3
14.  Offshore investment means [investment where] investors send overseas their capital in 
lawful cash or other assets from Vietnam in order to carry out investment activities. 
15.  Sector in which investment is conditional means a sector in which investment shall only 
be permitted subject to specific conditions as stipulated by law. 
16.  Business co-operation contract (BCC) means the investment form signed between 
investors in order to co-operate in business and to share profits or products without 
creating a legal entity.  
17.  Build-operate-transfer contract (BOT) means the investment form signed by a competent 
State body and an investor in order to construct and operate commercially an 
infrastructure facility for a fixed duration; and, upon expiry of the duration, the investor 
shall, without compensation, transfer such facility to the State of Vietnam. 
18.  Build-transfer-operate contract (BTO) means the investment form signed by a competent 
State body and an investor in order to construct an infrastructure facility; and, upon 
completion of construction, the investor shall transfer the facility to the State of Vietnam 
and the Government shall grant the investor the right to operate commercially such facility 
for a fixed duration in order to recover the invested capital and gain profits. 
19.  Build-transfer contract (BT)  means the investment form signed by a competent State 
body and an investor in order to construct an infrastructure facility; and, upon completion 
of construction, the investor shall transfer the facility to the State of Vietnam and the 
Government shall create conditions for the investor to implement another project in order 
to recover the invested capital and gain profits or to make a payment to the investor in 
accordance with an agreement in the BT contract. 
20.  Industrial zone means a zone which specializes in the manufacture of industrial products 
and the provision of services for industrial manufacture, which has defined geographical 
boundaries and which is established in accordance with regulations of the Government.  
21.  Export processing zone means an industrial zone which specializes in the manufacture of 
export products and the provision of services for the manufacture of export products and 
export activities, which has defined geographical boundaries and which is established in 
accordance with regulations of the Government.  
22.  High-tech zone means a zone which specializes in research, development and 
application of high technologies and which provides a centre for fostering high-tech 
enterprises, for training human resources in high technologies and for manufacturing and 
trading high-tech products, which has defined geographical boundaries and which is 
established in accordance with regulations of the Government.  
23.  Economic zone means a zone which has an economic area separated from the general 
investment and business environment and with specially favourable conditions for 
investors, and which has defined geographical boundaries and which is established in 
accordance with regulations of the Government.  © Phillips Fox Translation  4
Article 4  Policies on investment  
1 Investors shall be permitted to invest in all sectors and in all industries and trades which 
are not prohibited by law; and shall have the right to autonomy and to make decisions on 
investment activities in accordance with the law of Vietnam. 
2. The State shall provide equal treatment before the law to all investors from all economic 
sectors, and as between domestic investment and foreign investment; and the State shall 
encourage and facilitate investment activities. 
3. The State shall recognize and protect the ownership of assets, invested capital and 
revenue and other lawful rights and interests of investors; and shall recognize the longterm existence and development of investment activities. 
4. The State undertakes to implement international treaties concerning investment of which 
the Socialist Republic of Vietnam is a member. 
5. The State shall encourage and shall have a policy of incentives applicable to investment 
in investment incentive sectors and geographical areas. 
Article 5  Application of investment laws, international treaties, foreign laws and international 
investment custom 
1. Investment activities of investors within  the territory of Vietnam must comply with the 
provisions of this Law and other provisions of the relevant laws.  
2. In the case of special investment activities which are regulated by other laws, the 
provisions of such other laws shall apply. 
3. If an international treaty of which the Socialist Republic of Vietnam is a member contains 
provisions which are different from the provisions in this Law, the provisions of such 
international treaty shall prevail. 
4. Applicable to foreign investment activities, where the law of Vietnam does not yet contain 
any provision, the parties may agree in the  contract on application of foreign law and 
international investment custom, if application of such foreign law and international 
investment custom is not contrary to the fundamental principles of the law of Vietnam. 
CHAPTER 2 
Investment Guarantees
Article 6  Guarantees relating to capital and assets 
1. Lawful assets and invested capital of investors shall not be nationalized or confiscated by 
administrative measures.   
2. In a case of real necessity for the purpose of national defence and security and in the 
national interest, if the State acquires compulsorily or requisitions an asset of an investor, 
such investor shall be compensated or paid damages at the market prices at the time of 
announcement of such compulsory acquisition or requisition.   © Phillips Fox Translation  5
 Payment of compensation or damages must ensure the lawful interests of investors and 
be made on the basis of non-discrimination between investors. 
3. Any compensation or damages payable to foreign investors as stipulated in clause 2 of 
this article shall be made in a freely convertible currency and shall be permitted to be 
remitted abroad. 
4.  Procedures and conditions for compulsory acquisition and requisition [shall be 
implemented] in accordance with law. 
Article 7  Protection of intellectual property rights 
The State shall protect intellectual property rights during investment activities; and shall ensure 
the legitimate rights of investors in technology transfer in Vietnam in accordance with the laws 
on intellectual property and other provisions of the relevant laws. 
Article 8  Opening markets and investments related to trade
In order to comply with the provisions of international treaties of which the Socialist Republic of 
Vietnam is a member, the State guarantees to implement the following provisions in respect of 
foreign investors: 
1. To open the investment market in compliance with the committed schedule; 
2. Not to compel investors to undertake the following requirements: 
 (a) To give priority to the purchase or use of domestic goods or services; or to 
purchase compulsorily goods from a specific domestic manufacturer or services 
from a specific domestic service provider;  
 (b) To export goods or services at a fixed percentage; to restrict the quantity, value or 
type of goods or services which may be  exported or of goods which may be 
manufactured domestically or services which may be provided domestically; 
 (c) To import goods at the same quantity and value as goods exported, or to selfbalance compulsorily foreign currency from sources obtained from exported goods 
in order to satisfy their import requirements; 
 (d) To achieve certain localization ratios during manufacture of goods; 
 (dd) To achieve a stipulated level or value in their research and development activities 
in Vietnam; 
 (e) To supply goods or provide services in a particular location whether in Vietnam or 
abroad; 
 (g) To establish its head office in a particular location. 
   © Phillips Fox Translation  6
Article 9  Remittance of capital and assets abroad  
1. After a foreign investor has discharged fully its financial obligations to the State of 
Vietnam, it shall be permitted to remit abroad the following: 
 (a) Its profits derived from business activities; 
 (b) Payments received from the provision of technology and services and from 
intellectual property; 
 (c) The principal of and any interest on foreign loans; 
 (d) Invested capital and proceeds from the liquidation of investments; 
 (dd) Other sums of money and assets lawfully owned by the investor. 
2.  A foreigner working in Vietnam for an investment project shall be permitted to remit 
abroad his or her lawful income after having discharged fully his or her financial 
obligations to the State of Vietnam. 
3.  The remittance of the above sums of  money shall be made in a freely convertible 
currency in accordance with the trading exchange rate published by a commercial bank 
selected by the investor. 
4. Procedures for remitting abroad the sums of money relating to an investment activity shall 
be subject to the laws on foreign exchange control. 
Article 10  Application of uniform prices, fees and charges  
During the process of an investment activity, the investor shall be entitled to uniform application 
of price rates for goods and fees and charges for services which are controlled by the State. 
Article 11  Investment guarantees in the event of changes in law or policies 
1. If a newly promulgated law or policy contains higher benefits and incentives than those to 
which the investor was previously entitled,  then the investor shall be entitled to the 
benefits and incentives in accordance with the new law as from the date the new law or 
policy takes effect.    
2. If a newly promulgated law or policy adversely affects the lawful benefits enjoyed by an 
investor prior to the date of effectiveness of such law or policy, the investor shall be 
guaranteed to enjoy incentives the same as the investment certificate or there shall be 
resolution by one, a number or all of the following methods: 
 (a) Continuation of enjoyment of benefits and incentives; 
 (b) There shall be a deduction of the loss from taxable income; 
 (c) There shall be a change of the operational objective of the project; 
 (d) Consideration shall be given to paying compensation in necessary circumstances.  © Phillips Fox Translation  7
3.  Based on the provisions of the laws and commitments in international treaties of which 
the Socialist Republic of Vietnam is a member, the Government shall make specific 
provisions on guarantee for interests of investors in the case where a change in laws or 
policies affects adversely the interests of the investors. 
Article 12  Dispute resolution
1. Any dispute relating to investment activities in Vietnam shall be resolved through 
negotiation and conciliation, or shall be referred to arbitration or to a court in accordance 
with law. 
2. Any dispute as between domestic investors or as between a domestic investor and a 
State administrative body of Vietnam relating to investment activities in the territory of 
Vietnam shall be resolved at a Vietnamese court or arbitration body. 
3. Any dispute to which one disputing party is a foreign investor or an enterprise with foreign 
owned capital, or any dispute as between foreign investors shall be resolved by one of 
the following tribunals and organizations: 
 (a) A Vietnamese court; 
 (b) A Vietnamese arbitration body; 
 (c) A foreign arbitration body; 
 (d) An international arbitration body; 
 (dd) An arbitration tribunal established  in accordance with the agreement of the 
disputing parties. 
4.  Any dispute between a foreign investor and State administrative body of Vietnam relating 
to investment activities in the territory of Vietnam shall be resolved by a Vietnamese court 
or arbitration body, unless otherwise  provided in a contract signed between a 
representative of a competent State body of Vietnam with the foreign investor or in an 
international treaty of which the Socialist Republic of Vietnam is a member. 
CHAPTER 3 
Rights and Obligations of Investors 
Article 13  Right to autonomy in investment - business 
[Investors shall have the following rights:] 
1. To select the sector in which to make an investment, the form of investment, the method 
of raising capital, the geographical location and scale of the investment; an investment 
partner and the duration of operation of the project.  
2.  To register business in one or more industries and trades, to establish enterprises in 
accordance with law and to make its own decisions concerning its registered investment - 
business activities. © Phillips Fox Translation  8
Article 14  Right to access and use investment resources  
[Investors shall have the following rights:] 
1.  Equality in access to and use of sources of credit capital and aid funds, and in use of land 
and natural resources in accordance with law. 
2.  To lease or purchase equipment and machinery either domestically or overseas in order 
to carry out an investment project. 
3.  To recruit domestic employees; to recruit foreign employees to fulfil management tasks, 
to provide technical labour and to provide  expertise in accordance with production and 
business requirements, unless otherwise provided in an international treaty of which the 
Socialist Republic of Vietnam is a member in which case such international treaty shall 
apply. 
Article 15  Right to import and export, to conduct marketing and advertise, to process and reprocess goods relevant to investment activities 
[Investors shall have the following rights:] 
1. To import directly or to import by way of authorized dealers; equipment, machinery, raw 
materials, supplies and goods for investment activities; and to export directly or to export 
by way of authorized dealers and to sell its products. 
2. To advertise and market its products and services and to enter into advertising contracts 
directly with organizations which are authorized to publish advertisements. 
3. To undertake activities being processing or reprocessing of products; to place orders for 
processing or reprocessing of goods domestically, or to place orders for processing of 
goods overseas in accordance with the commercial law. 
Article 16  Right to purchase foreign currencies 
1.  Investors shall be permitted to purchase foreign currencies from credit institutions 
authorized to conduct foreign currency business in order to meet the demand of their 
current transactions, capital transactions and other transactions in accordance with the 
provisions of the law on foreign exchange control. 
2.  The Government shall guarantee or assist the foreign currency balance of a number of 
important projects in the sectors of energy, construction of traffic infrastructure facilities 
and waste treatment. 
Article 17  Right to assign or adjust capital or investment project
1. Investors shall have the right to assign or adjust capital or an investment project.  Where 
profits arise from an assignment, the assignor must pay income tax in accordance with 
law. 
2. The Government shall provide conditions for assignment or adjustment of capital or 
investment projects in cases where such conditions are required. © Phillips Fox Translation  9
Article 18  Mortgage of land use rights and of assets attached to land
Investors  having  investment projects shall be permitted to mortgage land use rights and assets 
attached to land with credit institutions authorized to operate in Vietnam in order to borrow 
capital for implementation of projects in accordance with law. 
Article 19  Other rights of investors 
[Investors shall have the following rights:] 
1. To receive investment incentives in accordance with provisions of this Law and other 
provisions of the relevant laws. 
2. To have access to and use public services on the principle of non-discrimination.   
3. To have access to legal instruments and policies relating to investment; to data on the 
national economy, to data about each economic sector and to other relevant information 
about investment activities; and to contribute its opinions on laws and policies relating to 
investment. 
4.  To lodge complaints, to make denunciations or to institute legal proceedings relating to 
breaches of the law by organizations and individuals in accordance with law. 
5.  To exercise other rights in accordance with law. 
Article 20  Obligations of investors 
[Investors shall have the following obligations:] 
1. To comply with the provisions of the  laws on investment procedures; to carry out 
investment activities correctly in accordance with the registered investment contents 
[and/or] the provisions of the investment certificate. 
 The investor shall be responsible for the  accuracy and truthfulness of the contents of 
investment registration and of the investment project file and the lawfulness of documents 
on certification. 
2. To discharge fully financial obligations in accordance with law. 
3. To carry out the provisions of the laws on accounting, auditing and statistics.  
4.  To perform obligations in accordance with the law on insurance, on labour; to respect the 
honour and dignity of employees and the customs of Vietnam. 
5.  To respect and create favourable conditions for employees to establish or participate in 
political organizations and socio-political organizations. 
6.  To implement the provisions of the law on protection of the environment. 
7.  To perform other obligations in accordance with law. © Phillips Fox Translation  10
CHAPTER 4 
Forms of Investment 
Article 21  Forms of direct investment 
[Investors shall be permitted to carry out the following forms of direct investment:] 
1. To establish economic organizations in the form of one hundred (100) per cent capital of 
domestic investors or (100) per cent capital of foreign investors. 
2. To establish joint venture economic  organizations between domestic and foreign 
investors. 
3. To invest in the contractual forms of: BCC ; BO; BTO; and BT. 
4. To invest in business development. 
5. To purchase shares or to contribute capital in order to participate in management of 
investment activities. 
6. To invest in the carrying out of a merger and acquisition of an enterprise. 
7. To carry out other forms of direct investment. 
Article 22  Investments to enable establishment of economic organizations 
1. Based on the forms of investment stipulated in article 21 of this Law, investors shall be 
permitted to make an investment to enable the establishment of the following economic 
organizations: 
 (a) Enterprises organized and operating in accordance with the Law on Enterprises; 
 (b) Credit institutions, insurance enterprises, investment funds and other financial 
organizations in accordance with various laws;  
 (c) Medical service, educational, scientific, cultural, sports and other services 
establishments which conduct investment activities for profit-making purposes; 
 (d) Other economic organizations in accordance with law. 
2. In addition to the economic organizations stipulated in clause 1 of this article, domestic 
investors shall be permitted to make an investment to enable the establishment of cooperatives and co-operative groups organized and operating in accordance with the Law 
on Co-operatives; business households in accordance with law. 
Article 23  Investment in accordance with contract 
1. Investors shall be permitted to sign a BCC contract in order to co-operate in production 
and to share profits or to share products and other forms of business co-operation. © Phillips Fox Translation  11
 The contract shall set out the co-operating parties; the contents of the co-operation; the 
duration of business; the rights, obligations and responsibilities of each party; the cooperative relationship between the parties and the management organization as agreed 
by the parties. 
 A BCC contract in the sector of prospecting, exploration and mining of petroleum and 
some other natural resources and in the form of a production sharing contract shall be 
implemented in accordance with the provisions in this Law and other provisions of the 
relevant laws. 
2. Investors shall be permitted to sign a BOT, BTO and BT contract with the competent 
State body in order to implement projects for new construction, expansion, modernization 
and operation of infrastructure projects in the sectors of traffic, electricity production and 
business, water supply or drainage, waste treatment and other sectors as stipulated by 
the Prime Minister of the Government. 
 The Government shall provide regulations  on investment sectors; on the conditions, 
order, procedures and methods of implementation of investment projects; and on the 
rights and obligations of the parties implementing an investment project in the contractual 
form of BOT, BTO and BT. 
Article 24  Investment in business development 
Investors shall be permitted to invest in business development through the following forms: 
1. Expanding scale, increasing output capacity and business capability. 
2. Renovating technology, improving product quality and reducing environmental pollution. 
Article 25  Capital contribution, purchase of shareholding, merger and acquisition 
1. Investors shall be permitted to contribute  capital to and to purchase shareholding in 
companies and branches operating in Vietnam.  
 The ratio of capital contribution and purchase of shareholding by foreign investors in a 
number of sectors, industries and trades shall be regulated by the Government. 
2. Investors shall be permitted to merge and to acquire companies and branches. 
 The conditions for merger and acquisition of companies and branches shall be regulated 
by this Law, the law on competition and other provisions of the relevant laws. 
Article 26  Indirect investment 
1.  Investors shall be permitted to carry out the following forms of indirect investment in 
Vietnam: 
 (a) Purchase of shareholding, shares, bonds and other valuable papers; 
 (b) Through securities investment funds; 
 (c) Through other intermediary financial institutions. © Phillips Fox Translation  12
2. Any investment by way of purchase or sale of shares, share certificates, bonds and other 
valuable papers of individuals and organizations and procedures for conducting indirect 
investment activities shall be implemented in accordance with the law on securities and 
other provisions of the relevant laws. 
CHAPTER 5 
Investment Sectors and Geographical Areas, 
Investment Incentives and Support 
SECTION 1 
Investment Sectors and Geographical Areas 
Article 27  Incentive investment sectors [shall comprise] 
1.  Manufacture of new materials and production of new energy; manufacture of high-tech 
products; bio-technologies; information technology; mechanical manufacturing. 
2.  Breeding, rearing, growing and processing agricultural, forestry and aquaculture products; 
production of salt; creation of new plant and animal variety. 
3.  Use of high technology and advanced techniques; protection of the ecological 
environment; research, development and creation of high-technology.  
4.  Labour intensive industries. 
5.  Construction and development of infrastructure facilities and important industrial projects 
with a large scale. 
6.  Professional development of education, training, health, sports, physical education and 
Vietnamese culture. 
7.  Development of traditional crafts and industries. 
8.  Other manufacturing and service sectors which require encouragement.  
Article 28  Geographical areas of investment incentives 
[Investment shall be encouraged in the following areas:]  
1. Areas with difficult socio-economic conditions; areas with specially difficult socioeconomic conditions. 
2. Industrial zones, export processing zones, high-tech zones and economic zones. © Phillips Fox Translation  13
Article 29  Sectors in which investment is conditional 
1. Sectors in which investment is subject to conditions shall comprise: 
 (a) Sectors impacting on national defence and security, social order and safety; 
 (b) Banking and finance sector; 
 (c) Sectors impacting on public health; 
 (d) Culture, information, the press and publishing; 
 (dd) Entertainment services; 
 (e) Real estate business; 
 (g) Survey, prospecting, exploration and mining of natural resources; the ecological 
environment; 
 (h) Development of education and training; 
 (i) A number of other sectors in accordance with law. 
2. Applicable to foreign investors, in addition  to the sectors stipulated in clause 1 of this 
article, the sectors in which investment is subject to conditions shall comprise investment 
sectors in accordance with the schedule for implementation of international undertakings 
in international treaties of which the Socialist Republic of Vietnam is a member. 
3.  Where an enterprise with foreign owned capital invested in a sector in which investment 
was unconditional but during the  course of the investment activity the list of sectors in 
which investment is conditional was amended with the result that the relevant sector was 
included, the investor shall be permitted to continue its investment activity in that sector. 
4. The same investment conditions which are applicable to domestic investors shall be 
applied to foreign investors where Vietnamese investors hold more than fifty one (51) per 
cent of the charter capital of an enterprise. 
5. Based on the requirements for socio-economic development in each period and 
consistent with the undertakings in international treaties of which the Socialist Republic of 
Vietnam is a member, the Government shall regulate the list of investments subject to 
conditions, the conditions applicable to the establishment of economic organizations, the 
forms of investment, and opening the market in a number of sectors as applicable to 
foreign investors. 
Article 30  Sectors in which investment is prohibited 
[Investment activities shall be prohibited in the following sectors:] 
1. Projects which are detrimental to national defence and security, and the public interest. 
2. Projects which are detrimental to historical and cultural traditions and ethics, and 
Vietnamese fine customs. © Phillips Fox Translation  14
3. Projects which harm the people’s health,  or which destroy natural resources and the 
environment. 
4. Projects for the treatment of toxic wastes brought into Vietnam; projects for the 
manufacture of any type of toxic chemicals or for the use of chemical agents prohibited by 
international treaties. 
Article 31  Promulgation of lists of investment incentive sectors and geographical areas of 
investment incentives, and of sectors in which investment is conditional 
1. Based on the master plan and strategies for socio-economic development for each period 
and undertakings in international treaties of which the Socialist Republic of Vietnam is a 
member, the Government shall issue or amend and add to the list of investment incentive 
sectors, the list of sectors in which investment is conditional, the list of sectors in which 
investment is prohibited, the list of geographical areas of investment incentives. 
2. Ministries, ministerial equivalent bodies and people’s committees of provinces and cities 
under central authority (hereinafter referred to as  provincial people’s committees) shall 
not be permitted to issue regulations specifying sectors in which investment is prohibited 
and sectors in which investment is conditional, or specifying investment incentives which 
exceed the brackets stipulated by law. 
SECTION 2 
Investment Incentives 
Article 32   Applicable entities and conditions for investment incentives 
1. Investors with investment projects in the investment incentive sectors and geographical 
areas stipulated in articles 27 and 28 of this  Law shall be entitled to the incentives as 
stipulated in this Law and other provisions of the relevant laws. 
2. The investment incentives stipulated in clause 1 of this article shall be applicable to new 
investment projects and investment projects for expansion of scale, for raising output 
capacity or business capacity; for renovation of technology or raising product quality, or 
for reducing environmental pollution. 
Article 33  Tax incentives 
1. Investors having projects within the categories stipulated in article 32 of this Law shall be 
entitled to preferential tax rates, the duration of entitlement to such rates and the duration 
of exemption from and reduction of tax in accordance with the law on tax.  
2. Investors shall be entitled to tax incentives on that portion of income which is distributed 
to them from an activity being capital contribution or purchase of shareholding in an 
economic organization in accordance with the law on tax after such organization has paid 
in full corporate income tax. 
3. Investors shall be exempt from payment of import duty on equipment, materials, means of 
transportation and other goods for implementation of investment projects in Vietnam in 
accordance with the Law on Export and Import Duties. © Phillips Fox Translation  15
4. Income from activities of technology transfer applicable to projects entitled to investment 
incentives shall be exempt from income tax in accordance with the law on tax. 
Article 34  Carrying forward losses 
If an investor suffers losses after completion of tax finalization with the tax office, it shall be 
permitted to carry its losses forward to the following year, and the amount of such losses shall 
be set off against taxable income for the purposes of corporate income tax in accordance with 
the Law on Corporate Income Tax.  The period for carrying forward losses shall not exceed five 
years. 
Article 35  Depreciation of fixed assets 
Investment projects in investment incentive sectors and geographical areas and business 
projects with high economic efficiency shall be subject to accelerated depreciation of fixed 
assets; the maximum rate of depreciation shall not be more than twice the level of depreciation 
as stipulated by regulations on depreciation of fixed assets. 
Article 36  Land use incentives 
1. The term of land use of an investment project shall not exceed fifty (50) years; with 
respect to projects with a large amount of  invested capital and a slow rate of capital 
recovery, projects investing in areas with difficult socio-economic conditions and projects 
investing in areas with specially difficult socio-economic conditions which require a longer 
term, the term of allocation or lease of land shall not exceed seventy (70) years.  
 If at the expiry of a term of land use an investor with [a record of] good compliance with 
the law on land has a requirement for continued land use, the competent State body shall 
consider an application for extension of the term of land use in conformity with the 
approved land use zoning. 
2. Investors which invest in investment  incentive sectors and geographical areas shall be 
entitled to an exemption from payment of or a reduction of land rent and land use fees in 
accordance with the law on land and the law on tax.  
Article 37  Incentives applicable to investors who invest in industrial zones, export processing 
zones, high-tech zones, and economic zones 
Based on the conditions for socio-economic development in each period and the principles 
stipulated in this Law, the Government shall  provide for incentives applicable to investors 
investing in industrial zones, export processing zones, high-tech zones and economic zones. 
Article 38  Procedures for implementation of investment incentives 
1. With respect to domestic investment projects in the category for which investment is not 
registered and projects in the category for which investment is registered as stipulated in 
article 45 of this Law, investors shall, on the basis of the incentives and conditions for 
investment incentives stipulated by law, assess themselves incentives and shall conduct 
procedures at the competent State body for investment incentives.   
 If an investor requests the certification of  investment incentives, it shall conduct the 
procedures for investment registration in  order for the State administrative body for 
investment to record investment incentives in the investment certificate. © Phillips Fox Translation  16
2. With respect to domestic investment projects in the category for which there must be 
evaluation for investment as stipulated in article 47 of this Law and which satisfy the 
conditions for incentives, the State administrative body for investment shall record 
incentives in the investment certificate. 
3. With respect to foreign invested projects which satisfy the conditions for incentives, the 
State administrative body for investment shall record investment incentives in the 
investment certificate. 
Article 39  Circumstances in which incentives may be extended 
Where encouragement of the development of  an especially important branch, a zone or a 
special economic zone is required, the Government may make a submission to the National 
Assembly for its consideration and issuance of a resolution on investment incentives other than 
those stipulated in this Law. 
SECTION 3 
Investment Support
Article 40  Support for technology transfer  
1. The State of Vietnam shall create favourable conditions for and ensure the lawful rights 
and interests of parties to technology transfers (including capital contribution in the form 
of value of technology) in order to implement investment projects in Vietnam in 
accordance with the law on technology transfer. 
   
2.  The State shall encourage the transfer into Vietnam of advanced technology, source 
technology and technology in order to create new products, to improve production 
capacity, competitiveness and product quality; and the saving and effective use of raw 
materials, fuel, energy and natural resources. 
   
Article 41  Training support 
1. The State shall encourage the establishment of assistance funds for human resources 
training made up by contributions from domestic and foreign organizations and 
individuals. 
 Expenses incurred by enterprises for training shall be permitted to be included in 
reasonable expenses for the purposes of calculation of taxable income subject to 
corporate income tax. 
2. The State assists with funding from the State Budget for employee training in enterprises 
by way of training assistance programs. 
Article 42  Support for and encouragement of development of investment services 
The State shall encourage and provide support for organizations and individuals to provide the 
following investment support services: 
1.  Investment consultancy, management consultancy. © Phillips Fox Translation  17
2. Intellectual property and technology transfer c
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