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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 consultancy. 
3. Vocational education, technical training and training on management skills. 
4.  Provision of market information, information about science, technical matters and 
technology, and other economic and social information at the request of investors. 
5.  Marketing, and investment and trade promotions. 
6.  Establishment of and participation in  social organizations and socio-professional 
organizations. 
7.  Establishment of design and testing centres in order to assist the development of medium 
and small-sized enterprises. 
Article 43  Investment in infrastructure systems for industrial zones, export processing zones, 
high-tech zones and economic zones 
1.  Based on the master plan for the development of industrial zones, export processing 
zones, high-tech zones and economic zones as approved by the Government, ministries, 
ministerial equivalent bodies and provincial people’s committees shall formulate 
investment master plans for and arrange construction of technical and social 
infrastructure systems outside the fence of industrial zones, export processing zones, 
high-tech zones and economic zones which are under their management. 
2. With respect to a number of localities containing areas with difficult socio-economic 
conditions and areas with specially difficult socio-economic conditions, the State shall 
provide partial assistance to  localities in order to invest  jointly with investors in the 
development of infrastructure facilities inside the fence of industrial zones and export 
processing zones in accordance with regulations of the Government. 
3.  The State shall provide investment capital from the State Budget and preferential credit 
funds in order to assist investment in the development of technical and social 
infrastructure systems of high-tech zones and economic zones, and shall apply a number 
of methods of raising capital in order to invest in the development of infrastructure 
facilities of high-tech zones and economic zones. 
Article 44  Entry and exit visas 
Investors carrying out investment activities and experts and technicians being foreign individuals 
who work regularly for an investment project in Vietnam and their family members shall be 
issued with multiple entry and exist visas.  The maximum term of a visa shall be five years on 
each occasion of issuance of a visa. © Phillips Fox Translation  18
CHAPTER 6 
Direct Investment Activities 
SECTION 1 
Investment Procedures
Article 45  Procedures for registration of investment in respect of domestic investment 
projects 
1. With respect to domestic investment projects which have an invested capital of below 
fifteen (15) billion Vietnamese dong and which are not included in the list of sectors of 
investment subject to conditions, the investors shall not be required to perform the 
procedures for investment registration. 
2 With respect to domestic investment projects which have an invested capital of between 
fifteen (15) billion Vietnamese dong and below three hundreds (300) billion Vietnamese 
dong and which are not included in the list of sectors of investment subject to conditions, 
the investors shall perform the procedures for investment registration in the [prescribed]  
form at a provincial State administrative body for investment. 
 Where investors request that investment certificates be issued,  the provincial State 
administrative body for investment shall issue an investment certificate. 
3. Contents of investment registration shall comprise the following: 
(a) Legal status of the investor; 
(b) Objectives, sale and location for implementation of the investment project; 
(c) Invested capital, project implementation schedule; 
(d) Land use requirements and undertakings on environmental protection; 
(dd) Proposal for investment incentives (if any); 
4. The investor shall carry out the investment registration prior to implementation of its 
investment project. 
Article 46 Procedures for registration of investment in respect of foreign invested projects
1. With respect of foreign invested projects which have an invested capital of below three 
hundred (300) billion Vietnamese dong and which are not included in the list of sectors of 
investment subject to conditions, the investors shall perform the procedures for 
investment registration at a provincial State administrative body for investment for 
issuance of an investment certificate. © Phillips Fox Translation  19
2. The file for investment registration shall comprise: 
(a) Document on the items stipulated in article 45.3 of this Law; 
(b) Report on financial ability of the investor; 
(c) Joint venture contract or business co-operation contract and charter of the 
enterprise (if any). 
3. The provincial State administrative body for investment shall issue an investment 
certificate within a time-limit of fifteen (15) days from the date of receipt of the complete 
and valid file for investment registration. 
Article 47  Evaluation of investment projects 
1. With respect to domestic investment projects or foreign invested projects which have an 
invested capital of three hundred (300) billion Vietnamese dong or more and projects on 
the list of sectors of investment subject to conditions, the procedures for evaluation must 
be performed for issuance of an investment certificate. 
2. The time-limit for evaluation of investment shall not exceed thirty (30) days from the date 
of receipt of a complete and valid file.  In necessary cases, the above time-limit may be 
extended, but not beyond forty five (45) days. 
3. With respect to important national projects, the National Assembly shall decide on the 
policy for and shall provide regulations on the criteria for these projects, and the 
Government shall provide regulations on the order and procedures for evaluation and for 
issuance of investment certificates. 
4. The Government shall provide regulations on the State body which has authority to 
evaluate investments and issue investment certificates. 
Article 48 Procedures for evaluation with respect to projects which have an invested capital of 
three hundred (300) billion Vietnamese dong or more and which are not included in 
the list of sectors of investment subject to conditions
1. The project file shall comprise: 
(a) Written request for issuance of an investment certificate; 
(b) Document certifying the legal status of the investor; 
(c) Report on financial ability of the investor; 
(d) Economic-technical explanatory statement containing the items in relation to 
objectives and location of the investment, land use requirement; investment scale; ; 
invested capital; project implementation  schedule, technological or environmental 
solutions; 
(dd) With respect to foreign investors, [in addition to the above documents] the file shall  
include the joint venture contract or the  business co-operation contract, and the 
charter of the enterprise (if any); 
   © Phillips Fox Translation  20
2. Items to be evaluated shall comprise:  
 (a) Compliance with master planning/zoning for technical infrastructure, master 
planning/zoning for land use, master planning for construction, master planning for 
utilization of minerals and other natural resources;  
 (b) Land use requirements;  
 (c) Project implementation schedule;  
(d) Environmental solutions. 
Article 49 Procedures for evaluation in respect of projects on the list of sectors of investment 
subject to conditions
1. Procedures for evaluation with respect to projects with an invested capital of below three 
hundred (300) billion Vietnamese dong and on the list of sectors of investment subject to 
conditions shall be stipulated as follows: 
(a) The project file shall comprise the explanatory statement of conditions which the 
investment project must satisfy; the contents of investment registration stipulated in 
article 45.3 of this Law in the case of domestic projects or article 46.2 of this Law in 
the case of projects with foreign owned capital; 
(b) Items to be evaluated shall comprise the conditions which the investment project 
must satisfy. 
2. Procedures for evaluation with respect to  projects with an invested capital of three 
hundred (300) billion Vietnamese dong or more and on the list of sectors of investment 
subject to conditions shall be stipulated as follows: 
  
(a) The project file shall comprise the explanatory statement of conditions which the 
investment project must satisfy; the items of the evaluation file stipulated in article 
48.1 of this Law; 
(b) Items to be evaluated shall include the conditions which the investment project 
must satisfy and the items stipulated in article 48.2 of this Law. 
Article 50  Procedures for investments involving establishment of economic organization 
1. Foreign investors investing in Vietnam for the first time must have an investment project 
and perform the procedures for investment registration or evaluation of investment at the 
State administrative body for investment in order to be issued with an investment 
certificate.  The investment certificate shall also be the business registration certificate. 
2. Where an economic organization with foreign invested capital which has been 
established in Vietnam has a new investment  project, it shall be permitted to conduct 
procedures to implement such investment project without the requirement to establish a 
new economic organization. 
3. Where domestic investors with an investment project associated with the establishment of 
an economic organization, it shall perform the business registration in accordance with © Phillips Fox Translation  21
the Law on Enterprises and relevant laws  and carry out the investment procedures in 
accordance with this Law.
Article 51  Amendment of investment projects  
1. When there is a need to amend an investment project relating to the objective, scale, 
location, form, capital or duration of a project, the investor shall conduct the following 
procedures: 
 (a) With respect to projects for which investment is registered, the investor shall make 
their own decisions on items to be amended and register them with the provincial 
State administrative body for investment within a time-limit of ten (10) days from the 
date of the decision on adjustment; 
 (b) With respect to projects which are evaluated for investment, the investor shall 
submit an application for amendment of  the investment project to the competent 
State administrative body for investment for consideration of the amendment. 
 The application for amendment of an investment project shall comprise contents on 
implementation of the project, reasons for amendment; changes compared with the 
evaluated items. 
3. The State administrative body for investment shall notify the investor of the amendment of 
the investment certification within a time-limit of fifteen (15) days from the date of receipt 
of a complete and valid application file. 
4. An amendment of an investment project shall be implemented in the form of an 
amendment of and/or addition to the contents of the investment certificate. 
Article 52 Operational duration of foreign invested projects 
The operational duration of a foreign invested project shall be commensurate with the 
requirements for operation of the project and shall not exceed fifty (50) years.  Where 
necessary, the Government shall decide on a longer duration for each project, but the maximum 
duration shall not exceed seventy (70) years.   
The operational duration of a project shall be recorded in the investment certificate. 
Article 53  Responsibilities for project formulation, making investment decisions and 
evaluating investments 
1. Investors shall make their own decisions on investment projects; and they shall be 
responsible for the accuracy and truthfulness of the contents of their registered 
investment, for their investment project application files and for implementing their 
investment undertakings as registered.  
2. Organizations and individuals authorized to formulate projects, make investment 
decisions, to evaluate and/or to certify investments shall be liable before the law for their 
proposals and for their decisions.   © Phillips Fox Translation  22
Article 54  Selection of investor for project where a number of investors show interest 
Where two or more investors show interest in an important project identified in master planning 
for an industry, selection of the investor to implement the project must be conducted by way of 
tendering in accordance with the laws on tendering. 
SECTION 2 
Commencement of Implementation of Investment Projects 
Article 55  Land lease, hand-over and receipt of land for implementation of investment 
projects  
1. For investment projects requiring land, the investor shall contact the relevant land 
management body in the location where the project is to be implemented in order to carry 
out procedures for allocation or lease of land. 
 The order and procedures for allocation  or lease of land shall be implemented in 
accordance with the law on land. 
2. Where land has already been handed over to an investor which fails to proceed with 
implementation of the project within the stipulated time-limit or which uses the land for an 
incorrect purpose, the land shall be recovered in accordance with the Law on Land and 
the investment certificate of the investor shall be withdrawn. 
Article 56  Preparation of construction sites 
1.  Where land is recovered by the State in accordance with the law on land, the State shall 
be responsible to recover the land, to pay compensation and to clear the site prior to 
allocation or lease of the land to the investor. 
 The recovery of land, payment of compensation and site clearance shall be carried out in 
accordance with the law on land. 
2.  Where an investor sub-leases land from a land user to which the State allocates or leases 
land, the investor shall be responsible to itself arrange payment of compensation and site 
clearance.   
 Where the investor has agreed with the land user on the compensation and site 
clearance but the land user fails to perform the obligations as agreed, the competent 
people’s committee where the investment project is situated shall be responsible for 
conducting the site clearance prior to hand-over of the site to the investor in accordance 
with law.  
3.  In the case of an investment project which complies with the land use zoning approved by 
the competent State body, the investor shall be permitted to accept an assignment of the 
land use right or of the lease of the land use right, or to receive capital contribution by 
way of the land use right from an economic organization, family household or individual in 
accordance with the law on land without having to carry out procedures for land recovery. © Phillips Fox Translation  23
Article 57  Procedures for implementing investment projects involving mining and use of 
natural resources and minerals 
Investment projects involving mining and use of natural resources and minerals shall be 
implemented in accordance with the law on natural resources and minerals. 
Article 58  Implementation of investment projects involving construction 
1. With respect to investment projects involving construction, the formulation, evaluation and 
approval of the technical design, estimates and total estimated budget shall be carried 
out in accordance with the law on construction. 
2. The investor shall be responsible for the quality of the construction works and for 
protection of the environment. 
Article 59  Evaluation of machinery and equipment  
Investors shall be liable for inspection of the value and quality of machinery and equipment 
imported in order to form fixed assets [and] to implement an investment project. 
Article 60  Sale of products in Vietnamese market 
1.  Investors shall be permitted to sell their products in Vietnam directly or by way of selling 
agents without any restriction on the geographical area of sales; and shall be permitted to 
act as selling agents for the products of other organizations or individuals having similar 
types of products made in Vietnam. 
2.  Investors may make their own decision on the selling price of products they produce and 
of services they provide.  In the case of goods and services for which the State controls 
prices, the selling price shall be in accordance with the price framework announced by 
the competent State body. 
Article 61  Foreign currency accounts and Vietnamese dong accounts
1. Investors shall be permitted to open foreign currency accounts and Vietnamese dong 
accounts with banks authorized to operate in Vietnam.  Investors may also open accounts 
with overseas banks with approval from the State Bank of Vietnam. 
2. The opening, use and closing of bank accounts with domestic and overseas banks shall 
be implemented in accordance with regulations of the State Bank of Vietnam. 
Article 62  Insurance 
Investors shall take out property insurance and other types of insurance on the basis of 
insurance contracts entered into with insurance enterprises engaged in insurance business 
activities in Vietnam in accordance with the law on insurance. 
Article 63  Hire of management organizations 
1.  Investors shall be permitted to hire  a management organization(s) to manage its 
investments and the business operation of its  investment projects in those sectors in 
which in-depth management skills are required.   
   © Phillips Fox Translation  24
2.  Investors shall be liable before the law of Vietnam for all of the operations of its 
management organization with respect to the management activities stipulated in the 
management contract.   
3.  The management organization shall be liable to the investor for management of its 
investments and the business operation of its investment projects, and must comply with 
the law of Vietnam during the exercise of rights and obligations in accordance with the 
provisions of the management contract and  shall be liable directly before the law of 
Vietnam for any activities beyond the scope of the management contract. 
Article 64  Temporary postponement of projects; revocation of investment certificates  
1.  If an investor postpones temporarily an investment project, the investor must report to the 
State administrative body for investment for verification of any grounds for a consideration 
of exemption or reduction of land rent  during the period for which the project is 
temporarily postponed. 
2.  With respect to investment projects which have been issued with an investment 
certificate, if after twelve (12) months the investor has failed to proceed with 
implementation of the project in accordance with the schedule undertaken without a 
legitimate reason, the issued investment certificate shall be revoked.  
Article 65  Termination of operation of investment projects 
The operation of an investment project shall be terminated in any one of the following cases: 
1. Upon expiry of the duration of operation as stipulated in the investment certificate.
2. In accordance with the conditions which will result in termination as stipulated in the 
contract, charter of the enterprise or agreement or undertakings of investors about the 
project implementation schedule. 
3. Where the investor decides to terminate the operation of the project. 
4. The operation is terminated in accordance with the decision of the State administrative 
body for investment or a judgement or decision of the court or arbitration due to a breach 
of law. 
Article 66  State guarantee for number of works and important projects 
Based on the principles stipulated in this Law, the Government shall decide on important 
projects and provision of guarantees for loans, supply of raw materials, sale of products, 
payment and guarantee for performance of other contractual obligations to projects; and shall 
also make a decision on the competent State body to represent the Government in acting as 
guarantor. © Phillips Fox Translation  25
CHAPTER 7 
Business Investments Funded by State Capital 
Article 67  Requirements of management of investment - business funded by the State  
1. Investment or business using State owned capital must be consistent with the strategy, 
master plan and specific plans for socio-economic development in each period. 
2. Investments or business using State owned capital must be for the correct objective and 
must be effective, and the method of management of the investment must be appropriate 
for each funding source or each type of investment projects; the investment process must 
be conducted transparently and publicly. 
3. The use of State owned capital for investment or joint venture or business co-operation 
with [entities] belonging to other economic sectors in accordance with law must be 
evaluated and approved by the body authorized to make the investment decision. 
4. There must be a clear classification  of the responsibilities and rights of bodies, 
organizations and individuals participating in the investment process; in the assignment or 
delegation of the powers to undertake State management of investment or business 
activities using State owned capital. 
5. Investments using State owned capital must be lawful, must comply with the relevant 
schedule, must be quality investments, must be concentrated and must not involve waste, 
loss or secrecy.
Article 68  Investment or business using State owned capital in economic organizations 
1.  Capital from the State Budget shall be invested in economic organizations by way of the 
State Capital Investment Corporation.  
2. The State Capital Investment Corporation shall operate in accordance with the law on 
State owned enterprises and other provisions of the relevant laws and shall exercise the 
rights of the representative of the owner of State owned capital in one member limited 
liability companies, in limited liability companies with two or more members, and in 
shareholding companies converted from independent State companies or in newly 
established State companies. 
3.  The Government shall provide regulations on the organization and operations of the State 
Capital Investment Corporation. 
Article 69  Investment by the State in public utility enterprises  
1. The State shall invest in the manufacture and supply of public utility goods and services 
by way of assigning plans, placing orders or conducting tendering. 
2. Organizations and individuals from all economic sectors shall be entitled to equal 
participation in the manufacture and supply of public utility products and services, except 
in special cases in accordance with regulations of the Government. © Phillips Fox Translation  26
 The Government shall promulgate a policy on assistance for public utility activities and a 
list of public utilities and products . 
Article 70  Investment using investment and development credit facilities of the State  
1. Entities entitled to use investment and development credit facilities of the State shall be 
investment projects in a number of important industries and sectors and major economic 
programs which will bring socio-economic benefits and which have the capacity to repay 
loans.   
 A project which applies to borrow investment and development credit facilities of the State 
must be evaluated and approved by the lender with respect to its financial proposal and 
loan repayment plan prior to any investment decision being made. 
2. The Government shall issue specific  regulations on the policy on assistance for 
investment from investment and development credit facilities of the State, on the list of 
potential borrowers and on conditions applicable in each period. 
Article 71  Organizations and individuals which may be assigned to manage investments 
using State owned capital 
1. The organization or individual appointed as representative of the owner of State owned 
capital shall be responsible for the preservation of such capital and for the effective use of 
such capital. 
2.  The organization or individual being the direct representative of the owner of the State 
owned capital or representative of the State owned shareholding in an enterprise shall 
perform the obligations and exercise the rights in accordance with the laws on 
management and use of State owned capital and the Law on Enterprises. 
Article 72  Amendment of contents, deferment, suspension and rescission of investment 
projects 
1. When it becomes necessary to amend the contents of an investment project, the investor 
must submit an explanation of the reasons therefore together with the proposed changes 
to the State body authorized to make the investment decision for his consideration and 
decision.  Projects which have already commenced implementation must provide a report 
on assessment of the project. 
2. Only after the authorized State body has provided written approval for amendment of the 
contents of an investment project shall the investor be permitted to formulate the 
amended project, organize the verification of it and submit it for approval. 
3. Investment projects shall be deferred, suspended or rescinded in the following 
circumstances: 
 (a) The investor fails to commence implementation of the project within twelve (12) 
months from the date of the investment decision without written approval from the 
authorized body; 
 (b) There is a change in the objective of the project without written approval from the 
authorized body. © Phillips Fox Translation  27
4. When an authorized body issues a decision on deferring, suspending or rescinding an 
investment project, such person shall specify the reasons therefore and shall be liable 
before the law for his or her decision. 
Article 73  Selection of contractors to implement projects  
Tendering must be conducted for selection of the contractor to provide consultancy services, for 
procurement of goods, and for construction and installation in the case of investment projects 
funded by State owned capital in accordance with the law on tendering. 
CHAPTER 8 
Offshore Investment 
Article 74  Offshore investment 
1. Investors shall be permitted to make offshore investments in accordance with the law of 
Vietnam and the law of the investment recipient country.  
2. The State shall facilitate offshore investments and shall protect the interests of 
Vietnamese investors overseas in accordance with the provisions of international treaties 
of which the Socialist Republic of Vietnam is a member. 
3. The State shall guarantee and create favourable conditions for investors to access 
sources of credit capital on the basis  of equality and non-discrimination between 
economic sectors; and shall have a policy of guaranteed credit facilities for offshore 
investments in sectors in which investment is specially encouraged. 
Article 75  Sectors in which offshore investment is encouraged and sectors in which offshore 
investment is prohibited  
1. The State shall encourage economic organizations in Vietnam to conduct offshore 
investment in labour export; in sectors which stimulate effectively the traditional industries 
and crafts of Vietnam; in market expansion; in exploitation of natural resources within the 
investment zones; and shall encourage the increase of export potential and the bringing 
in of foreign currency. 
2. The State of Vietnam shall not issue licences for offshore investment of projects 
detrimental to national secrets, national security and defence, or which are detrimental to 
historical and cultural traditions and Vietnamese fine customs. 
Article 76  Conditions for offshore investment  
1.  In order to be permitted to make an offshore investment in the form of a direct investment, 
investors must satisfy all of the following conditions:  
 (a) Have an offshore investment project; 
 (b) Have discharged all financial obligations to the State of Vietnam; © Phillips Fox Translation  28
 (c) Have an investment certificate as  issued by the State administrative body for 
investment. 
2.  Offshore investments in the form of an indirect investment must comply with the laws on 
banking and securities and with other provisions of the relevant laws. 
3.  The use of State owned capital to make offshore investments must comply with the law 
on management and use of State owned capital. 
Article 77  Rights of offshore investors  
[An offshore investor shall have the following rights: ] 
1. To remit overseas investment capital in lawful cash or other assets in order to implement 
an investment in accordance with the law on foreign exchange control after the 
competent body of the offshore country or territory has approved the investment project. 
2. To be entitled to investment incentives in accordance with law. 
3. To recruit Vietnamese employees in order to send them overseas to work in the business 
and production establishments which the investor establishes overseas. 
Article 78  Obligations of offshore investors   
[An offshore investor shall have the following obligations: ] 
1. To comply with the law of the investment recipient country. 
2. To repatriate profit and other income from  offshore investment activities in accordance 
with law. 
3. To comply with the financial reporting and operational reporting regime of the investment 
recipient country. 
4. To discharge fully financial obligations to the State of Vietnam. 
5. At the conclusion of the offshore investment, to remit the entire lawful investment capital 
and assets back to Vietnam in accordance with law. 
6. Where an investor is unable to remit capital, profit and income from offshore investment 
activities back to Vietnam as stipulated in clauses 2 and 5 of this article, the consent of 
the competent State body shall be required. 
Article 79  Procedures for offshore investment   
1. Offshore investment projects shall comprise: 
 (a) Projects for which investment is registered which are projects with an invested 
capital of below fifteen (15) billion Vietnamese dong; 
 (b) Projects which are evaluated for investment which are projects with an invested 
capital from fifteen (15) billion Vietnamese dong or more. © Phillips Fox Translation  29
2. Procedures for investment registration and evaluation shall be stipulated as follows: 
 (a) Investors of projects for which investment is registered shall register their 
investment on the sample form at the provincial State administrative body for 
investment in order to be issued with an investment certificate; 
 (b) Investors of projects for which investment is evaluated shall lodge their investment 
file in the sample form at the provincial State administrative body for investment in 
order to be evaluated for issuance of an investment certificate. 
3. The Government shall issue regulations on specific offshore investment sectors which are 
encouraged, in which investment is prohibited and in which investment is restricted; on 
conditions for offshore investment, on applicable incentives; on order and procedures and 
on authority for administration of offshore investment activities. 
CHAPTER 9 
State Administration of Investment 
Article 80  Contents of State administration of investment  
The contents of State administration of investment shall comprise: 
1. Formulation of strategies, master plans, specific plans and policies for the development of 
investment and directing the implementation thereof. 
2. Promulgation of legal instruments on  investment and organizing the implementation 
thereof. 
3. Guidance and assistance to investors in the implementation of investment projects, 
resolution of difficulties of investors and responding to questions from investors. 
4. Issuance and revocation of investment certificates.
5. Guidance on, and assessment of investment efficiency, checks, inspection and 
supervision of investment activities; resolution of complaints and denunciations; grant of 
rewards; dealing with breaches of the law during investment activities. 
6. Support for human resource training for investment-related activities. 
7. Support for investment promotion activities. 
Article 81  Responsibilities for State administration of investment  
1. The Government shall exercise uniform State administration of investment throughout the 
whole country. 
2.  The Ministry of Planning and Investment shall be responsible before the Government for 
State administration of investment activities. © Phillips Fox Translation  30
3.  Ministries, ministerial equivalent bodies and Government bodies shall, within the scope of 
their respective duties and powers, be responsible for undertaking State administration of 
investment within the respective sectors delegated to them. 
4.  People’s committees at all levels shall be responsible to exercise State administration of 
investment within their respective localities in accordance with the authority delegated to 
them by the Government. 
Article 82  Administration of investment in accordance with master plans 
1. The Government shall issue regulations on formulation and submission for approval of 
master plans in accordance with the law on master plans. 
2.  Investment projects must comply with  master plans: master plans for the technical 
infrastructure, land use zoning, construction master plans, and master plans for use of 
minerals and other natural resources. 
 Regional and industry master plans and master plans for products must conform to 
sectors in which investment incentives  are granted, geographical areas in which 
investment incentives are granted, sectors in which investment is conditional and sectors 
in which investment is prohibited as stipulated in articles 27, 28, 29 and 30 of this Law 
and shall be guidelines for investors to select and make decisions on investment. 
3. State administrative bodies for master planning shall be responsible to proclaim publicly 
on the mass media master plans relating to investment activities. 
4.  With respect to projects for which there is as yet no master plan as stipulated in this 
article, the State administrative body for investment shall be responsible to act as coordinator with the State [administrative] bodies responsible for master planning for the 
purpose of responding to investors within a time-limit of thirty (30) days from the date of a 
request from an investor.   
Article 83  Investment promotion 
1.  Investment promotion activities by State bodies at all levels shall be conducted in 
accordance with regulations of the Government. 
2.  Funds for investment promotion activities by State bodies shall be granted from the State 
Budget. 
Article 84  Monitoring and assessment of investment activities 
1. State administrative bodies for investment at all levels shall monitor, assess and report on 
investment activities in accordance with law. 
2. The contents of monitoring and assessment of investment shall comprise: 
 (a) [Monitoring and assessment of the] promulgation of documents providing 
guidelines on laws in accordance with authority and implementation of regulations 
on investment; 
 (b) [Monitoring and assessment of the] status of implementation of investment projects 
in accordance with the provisions in investment certificates; © Phillips Fox Translation  31
 (c) [Assessment of the] results of investment by ministries, branches and localities; 
and of investment projects in accordance with delegated authority; 
 (d) Reports to the State administrative body at the same level, the higher level State 
administrative body for investment on the results of assessment of investment, with 
recommendations on measures for dealing with difficulties and breaches of the law 
on investment. 
Article 85  Inspectorate for Investment Activities 
1.  The Investment Inspectorate shall have the following duties:  
 (a) To inspect the implementation of the law and policies on investment; 
 (b) To detect, prevent and deal with breaches of the law on investment in accordance 
with its powers, or recommend that the competent State body deal with such 
breaches; 
 (c) To verify complaints and denunciations relating to investment activities and to 
recommend that the competent State body deal with such complaints and 
denunciations.  
2.  The organizational structure and activities of the Investment Inspectorate shall be 
implemented in accordance with the law on inspectorates. 
Article 86  Complaints, denunciations and institution of legal proceedings 
1.  Individuals shall have the right to lodge complaints, to make denunciations and initiate 
legal actions; and organizations shall have the right to lodge complaints and initiate legal 
actions in accordance with law. The lodging of complaints, the making of denunciations or 
initiating of legal actions and the resolution of complaints, denunciations and proceedings 
relating to investment activities shall be implemented in accordance with law. 
2.  While complaints, denunciations or legal proceedings are pending, organizations and 
individuals must continue to carry out administrative decisions of the State administrative 
body for investment. When there is a decision on resolution of the complaint or 
denunciation from the competent State administrative body for investment or a legally 
effective decision or judgment from a court, [the relevant parties shall] implement such 
decision or judgment. 
3.  Competent State administrative bodies for investment at all levels shall be responsible to 
resolve complaints and denunciations made by organizations and individuals which are 
within their jurisdiction, and must transfer any complaint or denunciation beyond 
jurisdiction to the relevant authority and shall provide written notice thereof to the 
complainant or to the person having made the denunciation.  
Article 87  Dealing with breaches  
1. Any person committing a breach of the law on investment or other provisions of the laws 
relating to investment activities shall,  depending on the nature and seriousness of the 
breach, be subject to a disciplinary or administrative penalty or be subject to criminal © Phillips Fox Translation  32
prosecution; if the breach of the law causes loss and damage, the offender shall be liable 
to pay damages for such loss in accordance with law.  
2. Any person who abuses his or her position or powers to obstruct investment activities, 
who harasses investors, who fails to resolve promptly requests of investors, or who fails 
to perform other official tasks stipulated by law shall, depending on the nature and 
seriousness of the breach, be subject to a disciplinary action, administrative penalty or 
criminal prosecution.  
CHAPTER 10 
Implementing Provisions 
Article 88  Application of law to projects being implemented prior to date of effectiveness of 
this Law 
1.  Projects with foreign owned capital which were issued with investment licences prior to 
the date of effectiveness of this Law shall not be required to carry out procedures for reissuance of investment certificates; if an  investor has a requirement to re-register 
investment in accordance with the  Law on Investment, the investor shall carry out 
registration procedures for replacement of the former licence with a new investment 
certificate. 
2.  Projects with domestic owned capital which commenced implementation prior to the date 
of effectiveness of this Law shall not be required to carry out procedures for investment 
registration or evaluation of investment; if an investor has a requirement for issuance of 
an  investment certificate,  the investor shall register with the competent State 
administrative body for investment. 
Article 89  Effectiveness 
This Law shall be of full force and effect as of 1 July 2006. 
This Law shall replace the 1996  Law on Foreign Investment in Vietnam, the 2000  Law on 
Amendment of and Addition to a Number of Articles of the Law on Foreign Investment in 
Vietnam and the 1998 Law on Promotion of Domestic Investment. 
The Government shall provide detailed regulations for implementation of this Law.  
This Law was passed by Legislature XI of the National Assembly of the Socialist Republic of 
Vietnam at its 8th Session on 29 November 2005. 
The Chairman of the National Assembly 
NGUYEN VAN AN 

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