DECREE

GUIDELINES FOR SOME ARTICLES OF THE LAW ON INVESTMENT

Pursuant to the Law on Government organization dated December 25, 2001;

Pursuant to the Law on Investment dated November 26, 2014;

Pursuant to the Law on Investment dated November 26, 2014;

At the request of the Minister of Planning and Investment,

The Government promulgates a Decree to provide guidelines for some Articles of the Law on Investment

Chapter I

GENERAL PROVISIONS

Article 1. Scope and regulated entities

1. This Decree elaborates and provides guidelines for some Articles of the Law on Investment on application, control, announcement of conditions for investment; measures for investment assurance, investment incentives; investment procedures, execution of investment projects, and management of investment by regulatory bodies.

2. This Decree applies to investors, competent authorities, organizations, and individuals involved in investment.

Article 2. Interpretation of terms

In this Circular, the terms below are construed as follows:

1. Valid copy means a copy extracted from the master register or a copy authenticated by a competent authority, or a copy that has been compared with the original, or a copy printed from the national database about residents, enterprise registration, and investment.

2. Vietnam’s WTO Schedule of specific commitments in services (hereinafter referred to as “Vietnam’s WTO Schedule of commitments”) means the document No. WT/ACC/48/Add.2 dated October 27, 2006 of the Working Party on the Accession of Vietnam, including general commitments, commitments of sectors and sub-sectors, and list of MFN exemptions.

3. National Foreign Investment Web Portal means the web portal used to follow procedures for issuance, adjustment of the Investment Registration Certificate; posting and updating legislative documents, policies, investment conditions applied to foreign investors; updating and accessing information about investment promotion and foreign investment in Vietnam.

4. National Foreign Investment Database means a collection of information about foreign investment projects nationwide that is stored and managed in the National Foreign Investment Information System.

5. Incentive-applying authority means the authority having the power to apply tax incentives, land incentives, and other kinds of incentives prescribed by law.

6. Investment conditions applied to foreign investors are conditions that foreign investors must satisfy before making investment in the business lines subject to conditions applied to foreign investors specified in relevant Laws, Ordinances, Decrees, and international agreements on investment. Investment conditions applied to foreign investors are applied in the following cases:

a) Investment in establishment of a business organization;

b) Investment in the form of capital contribution, purchase of shares/stakes in a business organization;

c) Investment in the form of a business cooperation contract;

d) Receipt of an investment project;

dd) Change or addition of business lines of a foreign-invested business organization.

7. Investment conditions are conditions that every organization and individual must satisfy when making investment in the business lines specified in Appendix 4 of the Law on Investment according to relevant Laws, Ordinances, Decrees, and international agreements.

8. International agreement on investment means an agreement to which Socialist Republic of Vietnam is a signatory which specifies rights and obligations of Socialist Republic of Vietnam to investment by investors from the nations that are signatories of the agreement. Such agreements include:

a) Protocol on the accession of the Socialist Republic of Vietnam to WTO dated November 07, 2006;

b) Bilingual agreements on encouragement and protection of investment;

c) Other free trade agreements and regional economic integration agreements;

d) Other international agreements specifying rights and obligations of Socialist Republic of Vietnam to investment.

9. National Foreign Investment Information System is a system used for issuing, adjusting, revoking Investment Registration Certificates; sending, receiving, storing, displaying data to serve management of foreign investment by the State. National Foreign Investment Information System consists of: National Foreign Investment Web Portal, National Foreign Investment Database, National Investment Promotion Database, and infrastructure system.

10. Application for investment registration means an application compiled by an investor for issuance, adjustment, revocation of the Investment Registration Certificate, decision on investment guidelines, and following other investment procedures prescribed by the Law on Investment and this Decree.

11. A valid application means an application that contains sufficient documents specified in the Law on Investment, this Decree, and such documents contain sufficient information as prescribed by law.

12. The Law on Investment means the Law No. 67/2014/QH13 ratified by the National Assembly of the Socialist Republic of Vietnam on November 26, 2014.

13. The Law on Investment 2005 means the Law No. 59/2005/QH11 ratified by the National Assembly of the Socialist Republic of Vietnam on November 29, 2005.

14. Sectors and sub-sectors excluded from commitments are those specified in Vietnam’s WTO Schedule of commitments and other international agreements on investment in which the Socialist Republic of Vietnam is entitled to regulate or not to regulate investment conditions, or prohibit foreign investors from making investments in such sectors and sub-sectors of services.

15. Investment capital of a project means the capital contributed by the investor and capital raised by the investor to execute the investment project written on the decision on investment guidelines and/or Investment Registration Certificate.

16. Rural area means an administrative division that does not include wards and districts in urban areas.

Article 3. Assurance of investment when law is change

1. Where a new legislative document promulgated by a competent authority changes investment incentives that have been applied to investors before such document comes into force, investors shall have their investment incentives guaranteed in accordance with Article 13 of the Law on Investment.

2. Guaranteed investment incentives mentioned in Clause 1 of this Article are incentives to which an investor is entitled according to legislative documents applicable before the effective date of the new legislative document, including:

a) Investment incentives specified in an Investment License, Business License, Investment Incentive Certificate, Investment Certificate, Investment Registration Certificate, decision on investment guidelines, or other documents issued by a competent authority;

b) Investment incentives to which the investor is entitled as prescribed by law other than those specified in Point a of this Clause.

3. When an investment assurance measure is needed as prescribed in Clause 4 Article 13 of the Law on Investment, the investor shall submit a written request to the investment registration authority together with the Investment License, Business License, Investment Incentive Certificate, Investment Certificate, Investment Registration Certificate, decision on investment guidelines, or other documents issued by a competent authority which specifies investment incentives (if any). The written request shall contain:

a) Name and address of the investor;

b) The investment incentives applicable before the effective date of the new legislative document, including: Types of incentives, conditions for receiving incentives, levels of incentives (if any);

b) The content of the new legislative document which changes the investment incentives mentioned in Point b of this Clause;

d) The investor’s request for implementation of an investment incentive assurance measures specified in Clause 4 Article 13 of the Law on Investment.

4. The investment registration authority shall decide the implementation of investment incentive assurance measure within 30 days from the receipt of the valid application as set out in Clause 3 of this Article. The investment registration authority shall submit the cases beyond its competence to competent authority.