SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
Hanoi, September 22, 2006
DETAILING AND GUIDING THE IMPLEMENTATION OF A NUMBER OF ARTICLES OF THE INVESTMENT LAW
Pursuant to the December 25, 2001 Law on Organization of the Government;
Pursuant to the November 29, 2005 Law on Investment;
At the proposal of the Minister of Planning and Investment;
Article 1.- Scope of regulation and subjects of application
1. Scope of regulation
a/ This Decree details and guides the implementation of a number of articles of the November 29, 2005 Law on Investment regarding investment activities for business purposes; rights and obligations of investors; guarantees for legitimate rights and interests of investors; investment encouragement and incentives; and state management of investment in Vietnam;
b/ Offshore investment; investment activities in the forms of build-operate-transfer contract, build-transfer-operate contract and build-transfer contract shall comply with separate regulations of the Government;
c/ Indirect investment activities in the forms of purchase of shares, share certificates, bonds and other valuable papers, investment in securities and investment through other intermediary financial institutions without direct participation of investors in managing and running economic organizations shall comply with the law on securities and relevant laws;
d/ Specific investment activities provided in a specialized law shall comply with that law.
2. This Law applies to investors defined in Clause 4, Article 3 of the Law on Investment; organizations and individuals involved in investment activities.
Article 2.- Interpretation of terms
In this Decree, the terms below are construed as follows:
1. Investment capital means amounts in Vietnam dong or freely convertible foreign currencies and other lawful assets used for carrying out investment activities in the form of either direct or indirect investment. Lawful assets include:
a/ Shares, share certificates or other valuable papers;
b/ Bonds, liabilities and other forms of debt;
c/ Rights under contracts including turn-key contracts, construction contracts, management contracts, product or revenue sharing contracts;
d/ Rights to recover debts and contractual rights of economic value;
e/ Technology and intellectual property rights, including trade marks, industrial designs, inventions, trade names, origin or appellation of origin of goods;
f/ Rights of assignment, including rights to exploration and exploitation of natural resources;
g/ Immovables, rights to immovables, including rights to lease, to transfer, to make capital contribution, to mortgage and to provide guarantee;
h/ Profits generated from investment activities, including profits, share interests, dividends, royalties and assorted charges;
i/ Assets and other rights of economic value as provided for by law and treaties to which Vietnam is a contracting party.
2. New investment project means a project executed for the first time or an investment project independent from a currently operating project.
3. Expansion investment project means an investment project for the development of a currently operating investment project in order to expand scale, increase output or business capacity, renew technology, improve product quality and mitigate environmental pollution.
4. Foreign investor investing in Vietnam for the first time means a foreign investor who for the first time has an investment project in Vietnam.
Article 3.- Application of investment law, treaties, foreign laws and international investment practice
1. The application of investment law, treaties, foreign laws and international investment practice shall comply with the provisions of Article 5 of the Investment Law.
2. When a Vietnamese law that is promulgated after Vietnam becomes a contracting party to a treaty contains provisions which are more favorable than those of the treaty, investors are entitled to select the application of the treaty or the Vietnamese law.
Article 4.- Language
The dossier of an investment project and official documents sent to Vietnamese state agencies must be in Vietnamese for domestic investment projects; for foreign investment projects, they must be in Vietnamese or in both Vietnamese and a common foreign language. If there is a disparity between the Vietnamese and the foreign language versions, the Vietnamese one shall be applied.
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