THE PRESIDENT THE SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

No. 07/2020/L-CTN Hanoi, July 1, 2020

ORDER
On the promulgation of law

THE PRESIDENT OF THE SOCIALIST REPUBLIC OF VIETNAM

Pursuant to Articles 88 and 91 of the Constitution of the Socialist Republic
of Vietnam;
Pursuant to Article 80 of the Law on Promulgation of Legal Documents,

PROMULGATES:
The Law on Investment,
which was passed on June 17, 2020, by the XIV th National Assembly of the
Socialist Republic of Vietnam at its 9th session.

President of the Socialist Republic of Vietnam

NGUYEN PHU TRONG

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 THE NATIONAL THE SOCIALIST REPUBLIC OF VIETNAM
ASSEMBLY Independence - Freedom - Happiness
No. 61/2020/QH14

LAW ON INVESTMENT1
Pursuant to the Constitution of the Socialist Republic of Vietnam;
The National Assembly promulgates the Law on Investment.

Chapter I
GENERAL PROVISIONS
Article 1. Scope of regulation
This Law prescribes business investment activities in Vietnam and offshore
business investment activities from Vietnam.
Article 2. Subjects of application
This Law applies to investors and agencies, organizations and individuals
involved in business investment activities.
Article 3. Interpretation of terms
In this Law, the terms below are construed as follows:
1. Approval of investment policy means a competent state agency’s approval
of the objectives, site, scope, and implementation schedule and duration of an
investment project; investor or form of investor selection and special
mechanisms and policies (if any) to implement the project.
2. Investment registration agency means a state agency competent to grant,
modify and revoke investment registration certificates.
3. National database on investment means a collection of data on
investment projects nationwide which is linked with databases of related
agencies.
4. Investment project means a set of proposals on using medium- or long-
term capital to conduct business investment activities in a specific geographical
area within a specified period of time.

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Công Báo Nos 715-716 (24/7/2020)

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 5. Expanded investment project means an investment project to develop an
operating investment project by expanding its scope, raising its capacity,
renewing technologies, reducing pollution or improving the environment.
6. New investment project means an investment project which is
implemented for the first time or an investment project which is independent
from operating business investment projects.
7. Innovative startup investment project means an investment project to
realize an idea on the basis of exploiting new intellectual assets, technologies or
business models and is capable of growing fast.
8. Business investment means investors’ use of investment capital to carry
out business activities.
9. Business investment conditions means conditions which individuals and
organizations must satisfy when carrying out business investment activities in
sectors and trades subject to conditional business investment.
10. Market access conditions applicable to foreign investors means
conditions which foreign investors must satisfy in order to invest in sectors and
trades on the List of sectors and trades in which foreign investors are subject to
market access restrictions specified in Clause 2, Article 9 of this Law.
11. Investment registration certificate means a paper document or an
electronic document acknowledging information on an investment project
registered by an investor.
12. National investment information systems means professional
information systems used to monitor, assess and analyze the situation of
investment nationwide to serve state management work and support investors in
carrying out business investment activities.
13. Offshore investment activities means investors’ transfer of investment
capital abroad from Vietnam and use of profits earned from such investment
capital sources to carry out business investment activities in foreign countries.
14. Business cooperation contract (BCC) means a contract signed between
investors for business cooperation or profit or product distribution in accordance
with law without establishing an economic organization.
15. Export processing zone means an industrial park specialized in
producing exports and providing services for export production and export
activities.

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 16. Industrial park means an area which has a delimited geographical
boundary and is specialized in producing industrial goods and providing services
for industrial production.
17. Economic zone means an area which has a delimited geographical
boundary, consists of various functional sub-zones and is established for the
purposes of investment attraction, socio-economic development and national
defense and security safeguarding.
18. Investor means an organization or individual carrying out business
investment activities. Investors include domestic investors, foreign investors and
foreign-invested economic organizations.
19. Foreign investor means a foreign national or an organization established
under a foreign law that carries out business investment activities in Vietnam.
20. Domestic investor means a Vietnamese national or an economic
organization without any members or shareholders being foreign investors.
21. Economic organization means an organization established and operating
under Vietnam’s law. Economic organizations include enterprises, cooperatives,
unions of cooperatives and other organizations which carry out business
investment activities.
22. Foreign-invested economic organization means an economic
organization having members or shareholders being foreign investors.
23. Investment capital means money and other assets as defined by the civil
law and treaties to which the Socialist Republic of Vietnam is a contracting party
which are used to carry out business investment activities.
Article 4. Application of the Law on Investment and relevant laws
1. Business investment activities in Vietnam’s territory must comply with
the Law on Investment and other relevant laws.
2. If there are any different provisions between the Law on Investment and
other laws promulgated before the effective date of the Law on Investment
regarding sectors and trades banned from business investment or sectors and
trades subject to conditional business investment, the provisions of the Law on
Investment shall prevail.
Provisions on names of sectors and trades banned from business investment
and sectors and trades subject to conditional business investment in other laws
must be consistent with Article 6 of and Appendixes to the Law on Investment.

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 3. If there are any different provisions between the Law on Investment and
other laws promulgated before the effective date of the Law on Investment
regarding the order and procedures for business investment or investment
guarantees, the provisions of the Law on Investment shall prevail, except the
following cases:
a/ The investment, management and use of the State’s investment capital at
enterprises, which must comply with the Law on Management and Use of State
Capital Invested in Production and Business at Enterprises;
b/ The competence, order and procedures for public investment and the
management and use of public investment funds, which must comply with the
Law on Public Investment;
c/ The competence, order and procedures for investment and
implementation of projects; the law governing project contracts; investment
guarantees and mechanism for management of state capital applied directly to
investment projects in the form of public-private partnership, which must comply
with the Law on Investment in the Form of Public-Private Partnership;
d/ The implementation of construction investment projects, housing projects
and urban center projects, which must comply with the Law on Construction,
Housing Law and Law on Real Estate Business after obtaining approval of
investment policy or approval of adjustment of investment policy from
competent agencies in accordance with the Law on Investment;
dd/ The competence, order, procedures and conditions for business
investment prescribed in the Law on Credit Institutions, Law on Insurance
Business and Petroleum Law;
e/ The competence, order, procedures and conditions for business
investment and securities- and securities market-related activities in the
Vietnamese securities market, which must comply with the Law on Securities.
4. When necessary to include in another law promulgated after the effective
date of the Law on Investment particular provisions on investment which are
different from the provisions of the Law on Investment, contents required or not
required to comply with the provisions of the Law on Investment and contents
required to comply with the provisions of that law shall be specified.
5. For a contract to which at least one party is a foreign investor or an
economic organization specified in Clause 1, Article 23 of the Law on
Investment, the parties may agree in the contract on the application of foreign
laws or international investment practices, provided such agreement is not
contrary to Vietnam’s law.

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 Article 5. Business investment policies
1. Investors are entitled to carry out business investment activities in the
sectors and trades that are not banned by this Law. For sectors and trade subject
to conditional business investment, investors must satisfy the business
investment conditions prescribed by law.
2. Investors may decide by themselves on and shall be accountable for
business investment activities in accordance with this Law and other relevant
laws; and are entitled to access and use credit capital sources and support funds
and use land and other natural resources in accordance with law.
3. Investors’ business investment activities shall be suspended, halted or
terminated if such activities cause harms or threaten to cause harms to national
defense or security.
4. The State shall recognize and protect investors’ ownership of property,
investment capital, incomes and other lawful rights and interests.
5. The State shall treat investors equally; adopt policies to encourage and
create favorable conditions for investors to carry out business investment
activities for sustainable economic development.
6. The State shall respect and implement treaties on investment to which the
Socialist Republic of Vietnam is a contracting party.
Article 6. Sectors and trades banned from business investment
1. The following business investment activities shall be prohibited:
a/ Trade in narcotic substances specified in Appendix I to this Law;
b/ Trade in chemicals and minerals specified in Appendix II to this Law;
c/ Trade in specimens of wild fauna and flora species specified in Appendix
I to the Convention on International Trade in Endangered Species of Wild Fauna
and Flora, which are exploited from the nature; specimens of endangered,
precious and rare forest fauna and flora species and aquatic species of Group I
specified in Appendix III to this Law, which are exploited from the nature;
d/ Prostitution;
dd/ Trafficking in humans or human tissues, corpses, organs or fetuses;
e/ Business activities related to human cloning;
g/ Trade in firecrackers;
h/ Provision of debt collection services.

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 2. The production and use of the products specified at Points a, b and c,
Clause 1 of this Article in analysis, testing, scientific research, healthcare,
pharmaceutical production, criminal investigation, and national defense and
security safeguarding must comply with the Government’s regulations.
Article 7. Sectors and trades subject to conditional business investment
1. Sectors and trades subject to conditional business investment are sectors
and trades in which business investment activities must meet certain essential
conditions for the reason of national defense and security, social order and
safety, social ethics or community well-being.
2. The list of sectors and trades subject to conditional business investment is
provided in Appendix IV to this Law.
3. Conditions for business investment in the sectors and trades specified in
Clause 2 of this Article are prescribed in laws or resolutions of the National
Assembly, ordinances or resolutions of the Standing Committee of the National
Assembly, decrees of the Government, and treaties to which the Socialist
Republic of Vietnam is a contracting party. Ministries, ministerial-level
agencies, People’s Councils and People’s Committees of all levels and other
agencies, organizations and individuals may not issue regulations on business
investment conditions.
4. Business investment conditions shall be prescribed in conformity with
Clause 1 of this Article and must ensure publicity, transparency and objectivity,
and save time and compliance costs for investors.
5. Provisions on a business investment condition must include the following
contents:
a/ Subjects and scope of application of the business investment condition;
b/ Form of application of the business investment condition;
c/ Contents of the business investment condition;
d/ Dossier, order and administrative procedure for compliance with the
business investment condition (if any);
dd/ State management agency and agency competent to settle the
administrative procedure for the business investment condition;
e/ Validity duration of the license, certificate, or another document of
certification or approval (if any).
6. Business investment conditions shall be applied in the following forms:
a/ License;

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 b/ Certificate (giay chung nhan);
c/ Certificate of eligibility (chung chi);
d/ Written certification or approval;
dd/ Other requirements that individuals and economic organizations must
meet in order to carry out business investment activities without having to obtain
written certification of competent agencies.
7. Sectors and trades subject to conditional business investment and
business investment conditions applicable to such sectors and trades shall be
published on the National Business Registration Portal.
8. The Government shall stipulate in detail the announcement and control of
business investment conditions.
Article 8. Amendment and supplementation of sectors and trades banned
from business investment, the List of sectors and trades subject to conditional
business investment, and business investment conditions
1. Based on socio-economic conditions and state management requirements
in each period, the Government shall review the sectors and trades banned from
business investment and the List of sectors and trades subject to conditional
business investment and propose the National Assembly to amend and
supplement Articles 6 and 7 of, and Appendices to, this Law according to fast-
track procedures.
2. The amendment and supplementation of sectors and trades subject to
conditional business investment or business investment conditions must comply
with Clauses 1, 3, 4, 5 and 6, Article 7 of this Law.
Article 9. Sectors, trades and market access conditions applicable to foreign
investors
1. Foreign investors are entitled to application of market access conditions
like domestic investors, except the cases prescribed in Clause 2 of this Article.
2. Based on laws or resolutions of the National Assembly, ordinances or
resolutions of the Standing Committee of the National Assembly, decrees of the
Government, and treaties to which the Socialist Republic of Vietnam is a
contracting party, the Government shall announce the List of sectors and trades
in which foreign investors are subject to market access restrictions, including:
a/ Sectors and trades in which market access by foreign investors are not yet
permitted;

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 b/ Sectors and trades in which foreign investors are subject to conditional
market access.
3. The market access conditions applicable to foreign investors specified in
the List of sectors and trades in which foreign investors are subject to market
access restrictions include:
a/ Charter capital holding rate of foreign investors in economic
organizations;
b/ Form of investment;
c/ Scope of investment activities;
d/ Capacity of investors; partners participating in investment activities;
dd/ Other conditions specified in laws or resolutions of the National
Assembly, ordinances or resolutions of the Standing Committee of the National
Assembly, decrees of the Government, and treaties to which the Socialist
Republic of Vietnam is a contracting party.
4. The Government shall detail this Article.

Chapter II
INVESTMENT GUARANTEES
Article 10. Guarantee of property ownership
1. Lawful assets of investors shall be neither nationalized nor confiscated
by administrative measures.
2. In case the State compulsorily purchases or requisitions assets of
investors for national defense or security reasons or in the national interest, in a
state of emergency or in response to a national disaster, investors are entitled to
payment or compensation in accordance with the law on compulsory purchase
and requisition of property and other relevant laws.
Article 11. Guarantee of business investment activities
1. The State may not compel investors:
a/ To prioritize purchasing and using domestic goods and services or to
purchase goods and services from domestic goods producers or service
providers;
b/ To reach a certain rate of exported goods or services; to limit the
quantity, value or types of goods and services exported or domestically produced
or provided;

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 c/ To import goods in a quantity or value corresponding to the quantity or
value of exported goods or to balance foreign currencies by using export
earnings to meet import demands;
d/ To reach a certain localization rate for domestically produced goods;
dd/ To reach a certain level or value in domestic research and development
activities;
e/ To supply goods or provide services at a specific place in the country or
abroad;
g/ To locate their head offices at places designated by competent state
agencies.
2. Based on socio-economic development conditions and investment
attraction demands in each period, the Prime Minister shall decide on application
of state guarantees for implementation of investment projects subject to approval
of investment policy by the National Assembly or Prime Minister and other
important infrastructure development investment projects.
The Government shall detail this Clause.
Article 12. Guarantee of foreign investors’ right to transfer assets abroad
After fulfilling their financial obligations toward the Vietnamese State in
accordance with law, foreign investors may transfer abroad:
1. Investment capital and investment liquidation proceeds;
2. Incomes from business investment activities;
3. Money and other assets under their lawful ownership.
Article 13. Guarantee of business investment in case of change of law
1. In case a new legal document introduces new investment incentives or
investment incentives higher than those currently applied to investors, investors
may enjoy investment incentives according to provisions of the new legal
document for the remaining incentive period of their projects, except special
investment incentives for the investment projects specified at Point a, Clause 5,
Article 20 of this Law.
2. In case a new legal document introduces investment incentives lower
than those currently applied to investors, investors may continue enjoying the
previous investment incentives for the remaining incentive period of their
projects.

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 3. The provision of Clause 2 of this Article shall not apply to cases of
change of law for the reason of national defense and security, social order and
safety, social ethics, community well-being or environmental protection.
4. Cases in which investors are not permitted to continue enjoying
investment incentives according to Clause 3 of this Article shall be considered
and settled by one or some of the following measures:
a/ Deducting the actual damage suffered by investors from their taxable
incomes;
b/ Adjusting operational objectives of investment projects;
c/ Supporting investors to remedy damage.
5. For the investment guarantee measures specified in Clause 4 of this
Article, investors shall file written requests within 3 years from the effective date
of the new legal document.
Article 14. Settlement of disputes in business investment activities
1. Disputes over business investment activities in Vietnam shall be settled
through negotiation and conciliation. In case negotiation and conciliation fail,
disputes shall be settled by an arbitration or a court according to Clauses 2, 3 and
4 of this Article.
2. Disputes over business investment activities in Vietnam’s territory
between domestic investors and foreign-invested economic organizations or
between domestic investors or foreign-invested economic organizations and
competent state agencies shall be settled by a Vietnamese arbitration or court,
except the cases specified in Clause 3 of this Article.
3. Disputes among investors of whom at least one party is a foreign investor
or an economic organization specified at Point a, b or c, Clause 1, Article 23 of
this Law may be settled by one of the following agencies and organizations:
a/ Vietnamese court;
b/ Vietnamese arbitration;
c/ Foreign arbitration;
d/ International arbitration;
dd/ Arbitration set up by disputing parties as agreed.
4. Disputes over business investment activities in Vietnam’s territory
between foreign investors and competent state agencies shall be settled by a

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Vietnamese arbitration or court, unless otherwise agreed in contracts or provided
by a treaty to which the Socialist Republic of Vietnam is a contracting party.

Chapter III
INVESTMENT INCENTIVES AND SUPPORTS
Article 15. Forms of, and subjects eligible for, investment incentives
1. Forms of investment incentives include:
a/ Enterprise income tax incentives, including application of enterprise
income tax rates lower than ordinary tax rates for a definite period of time or for
the whole implementation duration of investment projects; exemption from or
reduction of enterprise income tax and other incentives in accordance with the
law on enterprise income tax;
b/ Exemption from import duty on goods imported to create fixed assets;
and materials, supplies and components imported for production in accordance
with the law on import duty and export duty;
c/ Exemption from or reduction of land use levy, land rental or land use tax;
d/ Accelerated depreciation, or increase of deductible expenses when
calculating taxable incomes.
2. Subjects eligible for investment incentives include:
a/ Investment projects in the sectors and trades eligible for investment
incentives specified in Clause 1, Article 16 of this Law;
b/ Investment projects in the geographical areas eligible for investment
incentives specified in Clause 2, Article 16 of this Law;
c/ Investment projects capitalized at VND 6 trillion or more, having
disbursed at least VND 6 trillion in 3 years after obtaining an investment
registration certificate or approval of investment policy, and at the same time
meeting one of the following criteria: earning a total turnover of at least VND 10
trillion in each year after 3 years from the year of generating incomes or
employing more than 3,000 workers;
d/ Social housing investment projects; rural investment projects employing
at least 500 workers; and investment projects employing workers with
disabilities in accordance with the law on people with disabilities;
dd/ Hi-tech enterprises, science and technology enterprises, and science and
technology organizations; projects involving transfer of technologies on the List

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of technologies encouraged for transfer in accordance with the law on
technology transfer; technology incubators and science and technology enterprise
incubators in accordance with the law on high technologies and the law on
science and technology; and enterprises producing and supplying technologies,
equipment, products and services serving environmental protection requirements
in accordance with the law on environmental protection;
e/ Innovative startup investment projects, innovation centers, and research
and development centers;
g/ Business investment in distribution chains for products of small- and
medium-sized enterprises; business investment in technical establishments in
support of small- and medium-sized enterprises, and small- and medium-sized
enterprise incubators; and business investment in co-working space in support of
small- and medium-sized innovative startup enterprises in accordance with the
law on support for small- and medium-sized enterprises.
3. Investment incentives shall be applied to new investment projects and
expanded investment projects.
4. The specific level of each type of investment incentive must comply with
the tax, accounting and land laws.
5. The investment incentives specified at Points b, c and d, Clause 2 of this
Article shall not apply to:
a/ Investment projects to exploit minerals;
b/ Investment projects to produce or trade in excise tax-liable products or
services specified in the Law on Excise Tax, except projects to manufacture
automobiles, aircraft or cruises;
c/ Investment projects to build commercial houses in accordance with the
housing law.
6. Investment incentives shall be applied for a definite period and on the
basis of project implementation results of investors. During the period of
enjoying investment incentives, investors must satisfy conditions for entitlement
to investment incentives in accordance with law.
7. In case an investment project satisfies conditions for entitlement to
different investment incentive levels, including also the investment incentives
specified in Article 20 of this Law, the highest investment incentive level shall
apply.
8. The Government shall detail this Article.

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 Article 16. Sectors and trades eligible for investment incentives and
geographical areas eligible for investment incentives
1. Sectors and trades eligible for investment incentives include:
a/ Hi-tech activities, hi-tech supporting industry products; research and
development activities, and production of products formed from scientific and
technological outcomes in accordance with the law on science and technology;
b/ Production of new materials, new energies, clean energies and renewable
energies; manufacture of products with an added value of at least 30% and
energy-efficient products;
c/ Manufacture of electronic products, key mechanical products,
agricultural machinery, automobiles and automobile parts; shipbuilding;
d/ Manufacture of products on the List of supporting industry products
prioritized for development;
dd/ Manufacture of information technology products, software and digital
content;
e/ Cultivation and processing of agricultural, forest and fishery products;
forest planting and protection; salt production; marine fishing and fishing
logistics services; production of plant varieties and animal breeds and biotech
products;
g/ Waste collection, treatment, recycling or reuse;
h/ Investment in development, operation and management of infrastructure
facilities; development of mass transit in urban centers;
i/ Early childhood education, general education, vocational education, and
higher education;
k/ Medical examination and treatment; production of drugs and drug
materials, and drug storage; scientific research into preparation technologies and
biotechnologies for producing new drugs; manufacture of medical equipment
and devices;
l/ Investment in physical training and sports facilities for people with
disabilities or professional athletes; protection and promotion of the value of
cultural heritages;
m/ Investment in geriatric centers, psychiatric centers, and treatment centers
for orange agent victims; nursing homes for the elderly, people with disabilities,
orphans and street children;
n/ People’s credit funds and microfinance institutions;

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 o/ Production of products and provision of services created by or
participating in value chains or industrial clusters.
2. Geographical areas eligible for investment incentives include:
a/ Geographical areas meeting with difficult socio-economic conditions and
geographical areas meeting with extremely difficult socio-economic conditions;
b/ Industrial parks, export processing zones, hi-tech parks and economic
zones.
3. Based on the sectors, trades and geographical areas eligible for
investment incentives specified in Clauses 1 and 2 of this Article, the
Government shall promulgate, amend and supplement the List of sectors and
trades eligible for investment incentives and the List of geographical areas
eligible for investment incentives; and determine sectors and trades eligible for
special investment incentives on the List of sectors and trades eligible for
investment incentives.
Article 17. Procedures for application of investment incentives
Based on the subjects specified in Clause 2, Article 15 of this Law, the
written approval of investment policy (if any), investment registration certificates
(if any) and other relevant laws, investors shall themselves determine investment
incentives and carry out procedures for enjoying investment incentives at tax
offices, finance agencies, customs agencies or other competent agencies,
depending on each type of investment incentive.
Article 18. Forms of investment support
1. Forms of investment support include:
a/ Support for development of technical and social infrastructure systems
inside or outside investment project fences;
b/ Support for human resources training and development;
c/ Credit support;
d/ Support for access to production and business grounds; support for
relocation of production and business establishments under decisions of state
agencies;
dd/ Support for science, technique and technology transfer;
e/ Support for market development and information provision;
g/ Support for research and development.

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 2. Based on socio-economic development orientations and state budget
balancing capacity in each period, the Government shall stipulate in detail the
forms of investment support specified in Clause 1 of this Article for hi-tech
enterprises, science and technology enterprises, science and technology
organizations, enterprises investing in agriculture and rural areas, enterprises
investing in education and law dissemination, and other subjects.
Article 19. Support for development of infrastructure systems of industrial
parks, export processing zones, hi-tech parks and economic zones
1. Based on master plans already decided or approved in accordance with
the planning law, ministries, ministerial-level agencies and provincial-level
People’s Committees shall formulate plans on development investment in, and
organize the construction of, technical and social infrastructure systems outside
the fences of industrial parks, export processing zones, hi-tech parks and
functional sub-zones of economic zones.
2. The State shall support part of development investment capital from the
state budget and preferential credit capital for the comprehensive development of
technical and social infrastructure systems inside and outside the fences of
industrial parks in geographical areas meeting with difficult socio-economic
conditions or geographical areas meeting with extremely difficult socio-
economic conditions.
3. The State shall support part of development investment capital from the
state budget and preferential credit capital and apply other methods to raise
capital for the construction of technical and social infrastructure systems inside
economic zones and hi-tech parks.
Article 20. Special investment incentives and supports
1. The Government shall decide on the application of special investment
incentives and supports in order to encourage the development of a number of
investment projects having great effects on socio-economic development.
2. Subjects eligible for special investment incentives and supports specified
in Clause 1 of this Article include:
a/ Investment projects to establish new innovation centers or research and
development centers capitalized at VND 3 trillion or more, and having disbursed
at least VND 1 trillion in 3 years after obtaining an investment registration
certificate or written approval of investment policy (including also the expansion
of such investment projects); and the National Innovation Center established
under the Prime Minister’s decision;

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 b/ Investment projects in sectors or trades eligible for special investment
incentives capitalized at VND 30 trillion or more, having disbursed at least VND
10 trillion in 3 years after obtaining an investment registration certificate or
written approval of investment policy.
3. The level and duration of application of special incentives must comply
with the Law on Enterprise Income Tax and the land law.
4. Special investment supports shall be provided in the forms specified in
Clause 1, Article 18 of this Law.
5. Special investment incentives and supports specified in this Article shall
not apply to:
a/ Investment projects which have been granted an investment certificate or
investment registration certificate or investment policy decision before the
effective date of this Law;
b/ The investment projects specified in Clause 5, Article 15 of this Law.
6. The Government shall propose the National Assembly to decide on
application of investment incentives other than the investment incentives
specified in this Law and other laws in case of necessity to encourage the
development of an investment project of special importance or a special
economic-administrative unit.
7. The Government shall detail this Article.

Chapter IV
INVESTMENT ACTIVITIES IN VIETNAM
Section 1
FORMS OF INVESTMENT
Article 21. Forms of investment
1. Investment to establish economic organizations.
2. Investment to contribute capital or purchase shares or capital
contributions.
3. Implementation of investment projects.
4. Investment in the form of BCC.
5. New forms of investment and new types of economic organizations
according to regulations of the Government.

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 Article 22. Investment to establish economic organizations
1. Investors shall establish economic organizations according to the
following regulations:
a/ Domestic investors shall establish economic organizations in accordance
with the law on enterprises and other laws relevant to each type of economic
organization;
b/ Foreign investors establishing economic organizations must meet the
market access conditions applicable to foreign investors specified in Article 9 of
this Law;
c/ Before establishing economic organizations, foreign investors must have
investment projects and shall carry out procedures for grant or modification of
investment registration certificates, except cases of establishing small- and
medium-sized innovative startup enterprises and innovative startup investment
funds in accordance with the law on support for small- and medium-sized
enterprises..
2. From the date of obtaining enterprise registration certificates or other
papers of equivalent legal validity, economic organizations established by
foreign investors become investors implementing investment projects in
accordance with the investment registration certificates.
Article 23. Implementation of investment activities by foreign-invested
economic organizations
1. When making investment in establishment of other economic
organizations; contribution of capital to, or purchase of shares or capital
contributions at, other economic organizations; or investment in the form of
BCC, economic organizations must meet the conditions and shall carry out
investment procedures according to regulations applicable to foreign investors if
falling into one of the following cases:
a/ Having over 50% of their charter capital held by a foreign
investor/foreign investors, or having a majority of their general partners being
foreign individuals, for partnerships;
b/ Having over 50% of their charter capital held by an economic
organization/economic organizations specified at Point a of this Clause;
c/ Having over 50% of their charter capital held by a foreign
investor/foreign investors and an economic organization/economic organizations
specified at Point a of this Clause.

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 2. When making investment in establishment of other economic
organizations; contribution of capital to, or purchase of shares or capital
contributions at, other economic organizations; or investment in the form of
BCC, economic organizations other than those specified at Points a, b and c,
Clause 1 of this Article must meet the conditions and shall carry out investment
procedures according to regulations applicable to domestic investors.
3. In case a foreign-invested economic organization already established in
Vietnam has a new investment project, it may carry out procedures to implement
such project without having to establish a new economic organization.
4. The Government shall stipulate in detail the order and procedures for
investment in establishment of economic organizations and the implementation
of investment activities of foreign investors and foreign-invested economic
organizations.
Article 24. Investment in the form of contribution of capital, or purchase of
shares or capital contributions
1. Investors are entitled to contribute capital to, and purchase shares and
capital contributions at, economic organizations.
2. Foreign investors’ contribution of capital to, or purchase of shares or
capital contributions at, economic organizations must comply with the following
regulations and meet the following conditions:
a/ The market access conditions applicable to foreign investors specified in
Article 9 of this Law;
b/ Assurance of national defense and security in accordance with this Law;
c/ Provisions of the land law regarding conditions for receiving land use
rights and conditions for use of land on islands and in border communes, wards
or townships and coastal communes, wards or townships.
Article 25. Forms of contribution of capital, and purchase of shares and
capital contributions
1. Investors may contribute capital to economic organizations in the
following forms:
a/ Purchasing initially or additionally issued shares of joint stock
companies;
b/ Contributing capital to limited liability companies and partnerships;
c/ Contributing capital to economic organizations other than those specified
at Points a and b of this Clause.

19
 2. Investors may purchase shares or capital contributions at economic
organizations in the following forms:
a/ Purchasing shares of joint stock companies from such companies or their
shareholders;
b/ Purchasing capital contributions of members of limited liability
companies to become members of such companies;
c/ Purchasing capital contributions of limited partners of partnerships to
become limited partners of such partnerships;
d/ Purchasing capital contributions of members of economic organizations
other than those specified at Points a, b and c of this Clause.
Article 26. Procedures for investment in the form of capital contribution or
purchase of shares or capital contributions
1. Investors contributing capital to, or purchasing shares or capital
contributions at, economic organizations must meet the conditions and shall
carry out procedures for change of members, partners or shareholders in
accordance with provisions of the relevant law corresponding to each type of
economic organization.
2. A foreign investor shall carry out procedures to register the contribution
of capital to, or purchase of shares or capital contributions at, an economic
organization before carrying out procedures for change of members, partners or
shareholders if falling into one of the following cases:
a/ The capital contribution or purchase of shares or capital contributions
leads to an increase in foreign investors’ holding rate in the concerned economic
organization, in case the economic organization operates in a sector or trade in
which foreign investors are subject to conditional market access;
b/ The capital contribution or purchase of shares or capital contributions
leads to an situation whereby the foreign investors or economic organizations
specified at Points a, b and c, Clause 1, Article 23 of this Law hold over 50% of
charter capital of the concerned economic organization in either the following
cases: increasing foreign investors’ charter capital holding rate to over 50% from
50% or a lower rate; or increasing foreign investors’ charter capital holding rate
in case foreign investors’ holding rate in the concerned economic organization is
already higher than 50%;
c/ The foreign investor contributes capital to, or purchases shares or capital
contributions at, an economic organization having a certificate of the right to use

20
land on islands or in border communes, wards or townships, coastal communes,
wards or townships, or other regions with effects on national defense or security.
3. Investors not falling into the cases specified in Clause 2 of this Article
shall carry out procedures for change of members, partners or shareholders in
accordance with relevant laws when contributing capital to, or purchasing shares
or capital contributions at, economic organizations. If wishing to register the
contribution of capital to, or purchase of shares or capital contributions at,
economic organizations, investors shall comply with Clause 2 of this Article.
4. The Government shall stipulate in detail the dossier, order, and
procedures for contribution of capital to, or purchase of shares or capital
contributions specified in this Article.
Article 27. Investment in the form of BCC
1. BCCs signed between domestic investors must comply with the civil law.
2. For BCCs signed between domestic investors and foreign investors or
among foreign investors, the procedures for grant of investment registration
certificates must comply with Article 38 of this Law.
3. Parties to a BCC shall form a coordinating board to perform the BCC.
Functions, tasks and powers of the coordinating board shall be agreed by the
parties.
Article 28. Contents of a BCC
1. A BCC must have the following principal contents:
a/ Names, addresses and competent representatives of the contracting
parties; transaction address or address of the project implementation site;
b/ Objectives and scope of business investment activities;
c/ Contributions of the contracting parties and distribution of business
investment earnings between the parties;
d/ Contract performance schedule and duration;
dd/ Rights and obligations of the contracting parties;
e/ Modification, transfer and termination of the contract;
g/ Liabilities for breaches of the contract, method of dispute settlement.
2. In the course of performing a BCC, the contracting parties may agree to
use assets created from their business cooperation to establish enterprises in
accordance with the law on enterprises.

21
 3. Parties to a BCC contract have the right to agree on other contents which
must not be contrary to law.
Section 2
APPROVAL OF INVESTMENT POLICY AND INVESTOR SELECTION
Article 29. Selection of investors for implementation of investment projects
1. The investor selection shall be carried out in one of the following forms:
a/ Auction of land use rights in accordance with the land law;
b/ Bidding to select investors in accordance with the bidding law;
c/ Approval of investors in accordance with Clauses 3 and 4 of this Article.
2. The selection of investors for implementing the investment projects
specified at Points a and b, Clause 1 of this Article shall be carried out after the
investment policy is approved, except projects not subject to approval of
investment policy.
3. In case of holding an auction of land use rights in accordance with the
land law but only one person registers for participation in the auction or the
auction fails or in case of organizing bidding to select investors in accordance
with the bidding law but only one investor registers for participation in the
bidding, the competent agency shall carry out the procedures for approval of the
investor if the investor meets the conditions specified in relevant laws.
4. For investment projects subject to approval of investment policy,
competent agencies shall concurrently approve investment policy and investors
not through auction of land use rights or bidding for investor selection in the
following cases:
a/ The investors have obtained land use rights, except cases in which the
State recovers land for national defense or security purpose or for socio-
economic development in the national or public interest in accordance with the
land law;
b/ The investors receive agricultural land use rights transferred or
contributed as capital or rent agricultural land use rights to carry out non-
agricultural production and business investment projects and do not fall into
cases subject to land recovery by the State in accordance with the land law;
c/ The investors implement investment projects in industrial parks or hi-
tech parks;
d/ Other cases not subject to auction or bidding in accordance with law.

22
 5. The Government shall detail this Article.
Article 30. The National Assembly’s competence to approve investment
policy
The National Assembly shall approve investment policy for:
1. Projects with great environmental impacts or a latent possibility of
causing serious environmental impacts, including:
a/ Nuclear power plants;
b/ Investment projects requiring change of the use purpose of 50 hectares or
more of special-use forests, headwater protection forests or border protection
forests; 500 hectares or more of windbreak or sandbreak protection forests or
protection forests for tide shielding and sea encroachment prevention; or 1,000
hectares or more of production forests;
2. Investment projects requiring change of the use purpose of 500 hectares
or more of paddy fields with 2 or more crops;
3. Investment projects requiring relocation and resettlement of 20,000 or
more people in mountainous regions or 50,000 or more people in other regions;
4. Investment projects requiring application of special mechanisms or
policies subject to decision by the National Assembly.
Article 31. The Prime Minister’s competence to approve investment policy
Except the projects specified in Article 30 of this Law, the Prime Minister
shall approve investment policy for:
1. Investment projects falling into one of the following cases, regardless of
their capital sources:
a/ Investment projects requiring relocation and resettlement of 10,000 or
more people in mountainous regions or 20,000 or more people in other regions;
b/ Investment projects to build airports or aerodromes; runways of airports
or aerodromes; passenger terminals of international airports; or cargo terminals
of airports or aerodromes with a capacity of 1 million tons/year or higher;
c/ New investment projects to provide air passenger transport services;
d/ Investment projects to build new harbors or harbor areas of special
seaports; harbors or harbor areas with a total investment capital of VND 2,300
billion or more of class-I seaports;
dd/ Investment projects on petroleum processing;

23
 e/ Investment projects involving betting and casino business, except the
business of prize-winning electronic games for foreigners;
g/ Investment projects to build houses (for sale, lease or lease-purchase) or
urban centers falling into the following cases: using 50 hectares of land or more
or using under 50 hectares of land but accommodating 15,000 people or more in
urban areas; using 100 hectares of land or more or using under 100 hectares of
land but accommodating 10,000 people or more in non-urban areas; or being
implemented in protection areas of national relics or special national relics
recognized by competent authorities, regardless of their land areas and
population;
h/ Investment projects on building and commercial operation of
infrastructure of industrial parks or export processing zones;
2. Investment projects of foreign investors in the fields of provision of
telecommunication services with network infrastructure, afforestation, publishing
and press;
3. Investment projects subject to approval of investment policy by 2 or
more provincial-level People’s Committees;
4. Other investment projects subject to approval of investment policy or
investment decision by the Prime Minister in accordance with law.
Article 32. Provincial-level People’s Committees’ competence to approve
investment policy
1. Except the investment projects specified in Articles 30 and 31 of this
Law, provincial-level People’s Committees shall approve investment policy for:
a/ Investment projects applying for land allocation or lease by the State not
through auction, bidding or transfer; projects applying for permission for change
of land use purposes, except cases of land allocation or land lease, permission for
change of land use purposes of households or individuals for which written
approvals of provincial-level People’s Committees are not required in
accordance with the land law;
b/ Investment projects to build houses (for sale, lease or lease-purchase) or
urban centers falling into the following cases: using under 50 hectares of land
and accommodating under 15,000 people in urban areas; using under 100
hectares of land and accommodating under 10,000 people in non-urban areas; or
being implemented in areas restricted from development or historic inner-city
areas (determined in urban plans) of special-grade urban centers, regardless of
their land areas and population;

24
 c/ Investment projects on building and commercial operation of golf
courses;
d/ Investment projects of foreign investors or foreign-invested economic
organizations on islands or in border communes, wards or townships; coastal
communes, wards or townships; or other areas having impacts on national
defense and security.
2. Management boards of industrial parks, export processing zones, hi-tech
parks or economic zones shall approve investment policy for the investment
projects specified at Points a, b and d, Clause 1 of this Article and implemented
in their industrial parks, export processing zones, hi-tech parks or economic
zones in conformity with approved master plans.
3. The Government shall detail this Article.
Article 33. Dossiers and contents of appraisal of requests for approval of
investment policy
1. A dossier of request for approval of investment policy for an investment
project proposed by an investor must comprise:
a/ A written request for implementation of the investment project, including
also the investor’s commitments to bear all expenses and risks in case the project
is not approved;
b/ A document on the legal status of the investor;
c/ Documents explaining the investor’s financial capacity, including at least
one of the following documents: the investor’s financial statements of the last 2
years; financial support commitment of the parent company; financial support
commitment of a financial institution; guarantee for the investor’s financial
capacity; and another document proving the investor’s financial capacity;
d/ The investment project proposal, covering the following principal
contents: the investor or form of investor selection; investment objectives and
scope, investment capital and capital raising plan, and project implementation
site, duration and schedule; information on the actual state of use of land in the
project implementation site and proposals for land use demand (if any), labor
demand, investment incentives, the project’s socio-economic impacts and
benefits; and preliminary assessment of environmental impacts (if any) in
accordance with the law on environmental protection.
In case the construction law requires the formulation of a prefeasibility
study report, the investor may submit a prefeasibility study report as replacement
for the investment project proposal;

25
 dd/ In case the investor does not request the State to allocate or lease land or
to permit change of land use purposes, the investor shall submit a copy of the
paper on land use rights or another document certifying that the investor has the
right to use the project implementation site;
e/ Explanations about the technology used in the investment project, for
projects subject to appraisal of, or solicitation of opinions on, technologies in
accordance with the law on technology transfer;
g/ The BCC, for investment projects in the form of BCC;
h/ Other documents related to the investment project, requirements on
conditions and capacity of the investor in accordance with law (if any).
2. A dossier of request for approval of investment policy for an investment
project formulated by a competent state agency must comprise:
a/ A written request for investment policy approval of the project;
b/ The investment project proposal, covering the following principal
contents: investment objectives and scope, investment capital, project
implementation site, duration and schedule, and the project’s socio-economic
impacts and benefits; information on the actual state of use of land in the project
implementation site, land recovery conditions, for projects requiring land
recovery, and projected land use demand (if any); preliminary assessment of
environmental impacts (if any) in accordance with the law on environmental
protection; the tentative form of investor selection and conditions applicable to
investors (if any); and special mechanisms and policies (if any).
In case the construction law requires the formulation of a prefeasibility
study report, competent state agencies may use a prefeasibility study report as
replacement for the investment project proposal.
3. Contents of appraisal of a request for approval of investment policy:
a/ Assessment of the investment project’s conformity with national-level
master plans, regional master plans, provincial master plans, urban master plans
and master plans of special administrative-economic units (if any);
b/ Assessment of land use demand;
c/ Preliminary assessment of the investment project’s socio-economic
benefits; preliminary assessment of environmental impacts (if any) in accordance
with the law on environmental protection;
d/ Assessment of investment incentives and conditions for entitlement to
investment incentives (if any);

26
 dd/ Assessment of technologies to be used in the investment project, for
projects subject to appraisal of, or solicitation of opinions on, technologies in
accordance with the law on technology transfer;
e/ Assessment of the investment project’s conformity with objectives and
orientations for urban development and housing development programs and
plans; preliminary plan on investment phasing to ensure synchronicity;
preliminary structure of housing products and land funds for social housing
development; preliminary plan on construction and management of urban
infrastructure inside and outside the project, for projects on construction of
houses and urban centers.
4. Contents of appraisal of a request for concurrent approval of investment
policy and investor:
a/ The contents specified in Clause 3 of this Article;
b/ The capability to satisfy the conditions for land allocation or land lease,
for cases of land allocation or land lease not through auction of land use rights or
bidding for investor selection; the capability to satisfy the conditions for change
of land use purposes, for projects applying for permission for change of land use
purposes;
c/ Assessment of the satisfaction of market access conditions applicable to
foreign investors (if any);
d/ Other conditions applicable to investors in accordance with relevant
laws.
5. The Government shall detail this Article.
Article 34. Order and procedures for approval of investment policy by the
National Assembly
1. The dossiers specified in Clauses 1 and 2, Article 33 of this Law shall be
submitted to the Ministry of Planning and Investment.
2. Within 15 days after receiving a complete dossier, the Ministry of
Planning and Investment shall report to the Prime Minister on the establishment
of a State Appraisal Council.
3. Within 90 days after being established, the State Appraisal Council shall
appraise the dossier and make an appraisal report covering the contents specified
in Article 33 of this Law for submission to the Government.

27
 4. At least 60 days before the opening date of a National Assembly session,
the Government shall compile and send the dossier of request for approval of
investment policy to the National Assembly’s agency in charge of verification.
5. A dossier of request for approval of investment policy must comprise:
a/ The report of the Government;
b/ The dossier specified in Clause 1 of this Article;
c/ The appraisal report of the State Appraisal Council;
d/ Other relevant documents.
6. Contents of verification of a request for approval of investment policy:
a/ The satisfaction of the criteria for determining the investment project to
be subject to approval of investment policy by the National Assembly;
b/ The necessity for project implementation;
c/ The project’s conformity with national-level strategies and master plans,
regional master plans, provincial master plans, master plans of urban areas and
master plans of special administrative-economic units (if any);
d/ Project implementation objectives, scope, site, duration and schedule,
land use demand, plan on ground clearance, relocation and resettlement, plan on
selection of major technologies and environmental protection solutions;
dd/ Total investment capital and capital sources;
e/ Assessment of socio-economic benefits, assurance of national defense
and security and sustainable development of the project;
g/ Special mechanisms and policies; investment incentives and supports and
conditions for application thereof (if any).
7. The Government and related agencies, organizations and individuals
shall provide sufficient information and documents to serve the verification; give
explanations about matters related to the project when so requested by the
National Assembly’s agency in charge of verification.
8. The National Assembly shall consider and adopt a resolution on approval
of investment policy, covering the contents specified in Clause 1, Article 3 of
this Law.
9. The Government shall stipulate in detail the order and procedures for
appraisal of investment project dossiers by the State Appraisal Council.
Article 35. Order and procedures for approval of investment policy by the
Prime Minister

28
 1. The dossiers specified in Clauses 1 and 2, Article 33 of this Law shall be
submitted to the Ministry of Planning and Investment.
2. Within 3 working days after receiving a complete dossier, the Ministry of
Planning and Investment shall send the dossier to related state agencies for
appraisal of the matters specified in Article 33 of this Law.
3. Within 15 days after receiving the dossier, the consulted agencies shall
send their appraisal opinions on the matters falling within the scope of their state
management to the Ministry of Planning and Investment.
4. Within 40 days after receiving the dossier, the Ministry of Planning and
Investment shall appraise the dossier and make an appraisal report covering the
contents specified in Article 33 of this Law for submission to the Prime Minister
for approval of investment policy.
5. The Prime Minister shall consider and approve investment policy
covering the contents specified in Clause 1, Article 3 of this Law.
6. For an investment project specified in Clause 3, Article 31 of this Law,
the Prime Minister shall designate the investment registration agency of a
province or centrally run city to grant an investment registration certificate for
the whole project.
7. The Government shall stipulate in detail the order and procedures for
appraisal of investment projects subject to approval of investment policy by the
Prime Minister.
Article 36. Order and procedures for approval of investment policy by
provincial-level People’s Committees
1. The dossiers specified in Clauses 1 and 2, Article 33 of this Law shall be
submitted to investment registration agencies.
Within 35 days after receiving a dossier, the investment registration agency
shall notify dossier-processing results to the concerned investor.
2. Within 3 working days after receiving a complete dossier, the investment
registration agency shall send the dossier to related state agencies for appraisal of
the matters specified in Article 33 of this Law.
3. Within 15 days after receiving the dossier, the consulted agencies shall
send their appraisal opinions on the matters falling within the scope of their state
management to the investment registration agency.

29
 4. Within 25 days after receiving the dossier, the investment registration
agency shall make an appraisal report covering the contents specified in Article
33 of this Law for submission to the provincial-level People’s Committee.
5. Within 7 working days after receiving the dossier and appraisal report,
the provincial-level People’s Committee shall approve investment policy; in case
of refusal, it shall issue a written reply, clearly stating the reason.
6. The provincial-level People’s Committee shall consider and approve
investment policy covering the contents specified in Clause 1, Article 3 of this
Law.
Section 3
PROCEDURES FOR GRANT, MODIFICATION AND REVOCATION OF
INVESTMENT REGISTRATION CERTIFICATES
Article 37. Cases of carrying out procedures for grant of investment
registration certificates
1. Cases for which procedures for grant of investment registration
certificates are required:
a/ Investment projects of foreign investors;
b/ Investment projects of the economic organizations specified in Clause 1,
Article 23 of this Article.
2. Cases for which procedures for grant of investment registration
certificates are not required:
a/ Investment projects of domestic investors;
b/ Investment projects of the economic organizations specified in Clause 2,
Article 23 of this Law;
c/ Investment in the form of contribution of capital to, or purchase of shares
or capital contributions at, economic organizations.
3. For the investment projects specified in Articles 30, 31 and 32 of this
Law, domestic investors and the economic organizations specified in Clause 2,
Article 23 of this Law shall implement such projects after obtaining approval of
investment policy.
4. If wishing to have investment registration certificates for the investment
projects specified at Points a and b, Clause 2 of this Article, investors shall carry
out the procedures for grant of investment registration certificates specified in
Article 38 of this Law.

30
 Article 38. Procedures for grant of investment registration certificates
1. An investment registration agency shall grant an investment registration
certificate to an investment project subject to approval of investment policy
specified in Articles 30, 31 and 32 of this Law within:
a/ Five working days after receiving the written approval of investment
policy and investor, for investment projects for which investment registration
certificates are required;
b/ Fifteen days after receiving the investor’s application for an investment
registration certificate, for investment projects other than those specified at Point
a of this Clause.
2. For an investment project not subject to approval of investment policy
specified in Articles 30, 31 and 32 of this Law, the investor shall be granted an
investment registration certificate if the following conditions are satisfied:
a/ The project falls outside the sectors or trades banned from business
investment;
b/ The investor has a site for project implementation;
c/ The project conforms with the master plans specified at Point a, Clause 3,
Article 33 of this Law;
d/ The project meets conditions on investment per unit of land area and the
number of employed workers (if any);
dd/ The investor meets market access conditions applicable to foreign
investors.
3. The Government shall stipulate in detail conditions, dossiers, order and
procedures for grant of investment registration certificates.
Article 39. Competence to grant, modify and revoke investment registration
certificates
1. Management boards of industrial parks, export processing zones, hi-tech
parks or economic zones shall grant, modify and revoke investment registration
certificates with regard to investment projects located in their industrial parks,
export processing zones, hi-tech parks or economic zones, except those falling
into the cases specified in Clause 3 of this Article.
2. Provincial-level Departments of Planning and Investment shall grant,
modify and revoke investment registration certificates with regard to investment
projects located outside industrial parks, export processing zones, hi-tech parks

31
or economic zones, except those falling into the cases specified in Clause 3 of
this Article.
3. Investment registration agencies of localities where investors implement
investment projects or locate or intend to locate their executive offices to
implement investment projects shall grant, modify and revoke investment
registration certificates for:
a/ Investment projects implemented in 2 or more provincial-level
administrative units;
b/ Investment projects implemented both inside and outside industrial
parks, export processing zones, hi-tech parks or economic zones.
c/ Investment projects located in industrial parks, export processing zones,
hi-tech parks and economic zones of the localities where management boards of
industrial parks, export processing zones, hi-tech parks or economic zones are
not yet established or fall outside the management scope of management boards
of industrial parks, export processing zones, hi-tech parks or economic zones.
4. The agencies receiving investment project dossiers are competent to
grant investment registration certificates, except the cases specified in Articles
34 and 35 of this Law.
Article 40. Contents of an investment registration certificate
1. Name of the investment project.
2. The investor.
3. Code of the investment project.
4. Project implementation site; to-be-used land area.
5. Objectives and scope of the investment project.
6. Investment capital of the investment project (including capital
contributed by the investor and mobilized capital).
7. Operation duration of the investment project.
8. Investment project implementation schedule, covering:
a/ Capital contribution and mobilization schedule;
b/ Schedule of achievement of major operational objectives of investment
project. If the investment project is to be implemented in different stages, the
certificate must specify the implementation schedule of each stage.
9. Investment incentives and supports (if any) and bases and conditions for
application thereof.

32
 10. Conditions on the investor implementing the project (if any).
Article 41. Adjustment of investment projects
1. In the course of project implementation, investors may adjust the
objective, transfer part or the whole of investment projects, merge projects or
divide or split a project into more than one project, use land use rights or land-
attached assets of investment projects to contribute capital to establish
enterprises, enter into business cooperation or carry out other activities in
accordance with law.
2. Investors shall carry out procedures for modification of investment
registration certificates if the adjustment of investment projects results in change
of the contents of the investment registration certificates.
3. An investor whose investment project has obtained approval of
investment policy shall carry out procedures for approval of the modification of
investment policy if falling into one of the following cases:
a/ Changing the objectives indicated in the written approval of investment
policy; adding new objectives which are subject to approval of investment
policy;
b/ Changing the land use area by more than 10% or over 30 hectares,
changing the investment site;
c/ Increasing the total investment capital by 20% or more, resulting in
change of the scale of the investment project;
d/ Extending the investment project implementation schedule in which the
total investment period is prolonged by more than 12 months compared with the
investment project implementation schedule indicated in the first written
approval of investment policy;
dd/ Adjusting the operation duration of the investment project;
e/ Changing technologies that have been appraised or put up for appraisal
opinions in the course of seeking approval of investment policy;
g/ Changing the investor before the project is put into operation, for
investment projects subject to concurrent approval of investment policy and
investor, or changing conditions applicable to investors (if any).
4. For investment projects that have obtained approval of investment policy,
investors may not adjust the investment project implementation schedule by
more than 24 months compared with the investment project implementation

33
schedule indicated in the first written approval of investment policy, except the
following cases:
a/ Remedying the consequences in force majeure events specified in the
civil law and land law;
b/ Adjusting the project implementation schedule due to delay in land
allocation, land lease or grant of permission for change of land use purposes by
the State;
c/ Adjusting the project implementation schedule at the request of state
management agencies or due to delay in performance of administrative
procedures by state agencies;
d/ Adjusting investment projects because state agencies change relevant
master plans;
dd/ Adjusting the objectives already indicated in the written approval of
investment policy; adding objectives which are subject to approval of investment
policy;
e/ Increasing total investment capital by 20% or more, resulting in change
of the scale of investment projects.
5. The state agencies competent to approve investment policy will have the
competence to approve modification of investment policy.
In case the request for adjustment of an investment project makes the
project be subject to approval of investment policy by a higher authority, such
authority will be competent to approve modification of investment policy
according to this Article.
6. The order and procedures for modification of investment policy must
comply with Article 34, 35 or 36 of this Law, depending on the to-be-modified
contents.
7. In case the request for adjustment of an investment project makes the
project be subject to approval of investment policy, the investor shall carry out
procedures for approval of investment policy before adjusting the investment
project.
8. The Government shall detail this Article.

Section 4
ORGANIZATION OF IMPLEMENTATION OF INVESTMENT PROJECTS
Article 42. Principles of implementation of investment projects

34
 1. For investment projects subject to approval of investment policy,
investment policy shall be approved before investors implement investment
projects.
2. For investment projects for which investment registration certificates are
required, investors shall carry out procedures for grant of investment registration
certificates before implementing investment projects.
3. In the course of implementation of investment projects, investors shall
comply with this Law, laws on planning, land, environment, construction, labor,
and fire prevention and fighting, other relevant laws, written approvals of
investment policy (if any), and investment registration certificates (if any).
Article 43. Security for implementation of investment projects
1. Investors shall make deposits or obtain bank guarantees for deposit
obligations for securing the implementation of investment projects that request
the State to allocate or lease land or to permit change of land use purposes,
except in the following cases:
a/ Investors win the auction of land use rights to implement investment
projects that are allocated land with land use levy or leased land by the State with
one-off payment of land rental for the entire lease period;
b/ Investors win the bidding for the implementation of land-using
investment projects;
c/ Investors are allocated or leased land by the State on the basis of
receiving the transfer of investment projects for which deposits have been made
or capital contribution or mobilization has been completed according to the
schedule indicated in the written approvals of investment policy and investment
registration certificates;
d/ Investors are allocated or leased land by the State to implement
investment projects on the basis of receiving land use rights or land-attached
assets transferred from other land users.
2. Depending on the size, characteristics and implementation schedule of
each investment project, the level of deposit for securing the implementation of
an investment project shall range between 1% and 3% of the project’s investment
capital. In case an investment project is to be implemented in different stages,
deposit amounts
shall be paid and reimbursed according to the implementation progress of the
investment project, except cases ineligible for deposit reimbursement.
3. The Government shall detail this Article.

35
 Article 44. Operation duration of investment projects
1. The operation duration of an investment project in an economic zone
must not exceed 70 years.
2. The operation duration of an investment project outside an economic
zone must not exceed 50 years. For an investment project in a geographical area
meeting with difficult socio-economic conditions or in a geographical area
meeting with extremely difficult socio-economic conditions or an investment
project which has a large investment capital amount but capital recovery is slow,
the operation duration may be longer but must not exceed 70 years.
3. For an investment project using land allocated or leased by the State but
to which the handover of land is delayed, the delay duration shall not be included
in its operation duration or implementation schedule.
4. Upon the expiration of an investment project’s operation duration, if the
investor wishes to continue implementing the investment project and satisfies
conditions as specified by law, the project’s operation duration may be
considered for extension but must not exceed the maximum duration specified in
Clauses 1 and 2 of this Article, except:
a/ Investment projects using outdated technologies, potentially causing
environmental pollution or being resource-intensive;
b/ Investment projects in the cases where the investors are required to
transfer assets to the Vietnamese State or Vietnamese partner without
compensation.
5. The Government shall detail this Article.
Article 45. Determination and assessment of investment capital value;
inspection of machinery, equipment and technological lines
1. Investors shall ensure the quality of machinery, equipment and
technological lines for implementation of investment projects in accordance with
law.
2. Investors shall self-determine the investment capital value of their
investment projects after these projects are put into operation.
3. When necessary, in order to perform the state management of science and
technology or determine tax bases, competent state management agencies may
solicit independent assessment of investment capital value or independent
inspection of the quality and value of machinery, equipment and technological
lines after investment projects are put into operation.

36
 4. Investors shall bear all assessment and inspection expenses in case
assessment or inspection results lead to an increase in their tax liabilities toward
the State.
5. The Government shall detail this Article.
Article 46. Transfer of investment projects
1. An investor may transfer the whole or part of its/his/her investment
project to another if the following conditions are fully met:
a/ The to-be-transferred investment project or part of the investment project
is not subject to operation termination according to Clauses 1 and 2, Article 48 of
this Law;
b/ The foreign investor that is the transferee of the project or part of the
project satisfies the conditions specified in Clause 2, Article 24 of this Law;
c/ The conditions specified in the land law, for cases of transfer of
investment projects together with transfer of land use rights and land-attached
assets;
d/ The conditions specified in the housing and real estate business laws, in
case of transfer of housing investment projects or real estate projects;
dd/ The conditions specified in the written approval of investment policy,
the investment registration certificate or specified in relevant laws (if any);
e/ Upon the transfer of investment projects, in addition to complying with
this Article, state enterprises shall also comply with the law on management and
use of state capital invested in production and business at enterprises before
adjusting investment projects.
2. In case the transfer conditions specified in Clause 1 of this Article are
satisfied, the procedures for transfer of the whole or part of an investment project
are as follows:
a/ For investment projects for which investors are approved under Article
29 of this Law and those that are granted investment registration certificates,
investors shall carry out procedures for adjustment of investment projects
according to Article 41 of this Law;
b/ For investment projects not falling into the case specified at Point a of
this Clause, the transfer of investment projects or transfer of property ownership
rights to investors receiving transferred investment projects must comply with
the civil, enterprise and real estate business laws and other relevant laws.
Article 47. Cessation of investment projects

37
 1. To cease the operation of its/his/her investment project, an investor shall
notify in writing such cessation to the concerned investment registration agency.
In case of ceasing the operation of the investment project due to a force majeure
event, the investor is entitled to exemption from land rental or reduction of land
use levy for the cessation period to remedy the consequences of such event.
2. The state management agency in charge of investment shall decide on
cessation of some or all operations of an investment project in the following
cases:
a/ For protection of relics, vestiges, antiques or national treasures in
accordance with the Law on Cultural Heritages;
b/ For remediation of violations of the environmental protection law at the
request of state management agencies in charge of environment;
c/ For implementation of occupational safety assurance measures at the
request of state management agencies in charge of labor;
d/ Under a court judgment or ruling or an arbitral award;
dd/ The investor fails to properly comply with the written approval of
investment policy or investment registration certificate and repeats violations
even after having been administratively sanctioned.
3. At the proposal of the Ministry of Planning and Investment, the Prime
Minister shall decide on cessation of some or all operations of an investment
project in case the implementation of such project affects or threatens to affect
national defense and security.
4. The Government shall stipulate in detail the conditions, order, procedures
and cessation period of investment projects under this Article.
Article 48. Termination of investment projects
1. An investor shall terminate investment activities or an investment project
in the following cases:
a/ The investor itself/himself/herself decides to terminate the operation of
the project;
b/ Under the operation termination conditions specified in the contract or
enterprise charter;
c/ The project’s operation duration expires.
2. The investment registration agency shall terminate some or all operations
of an investment project in the following cases:

38
 a/ The investment project falls into one of the cases specified in Clauses 2
and 3, Article 47 of this Law but the investor is unable to address the reason for
operation suspension;
b/ The investor is not allowed to further use the investment site and fails to
carry out procedures for change of the investment site within 6 months from the
date it/he/she is not allowed to further use the investment site, except the case
specified at Point d of this Clause;
c/ The project has ceased operation and past 12 months from the date of
cessation, the investment registration agency cannot contact the investor or
its/his/her lawful representative;
d/ The investment project is subject to land recovery due to failure of or
delay in putting land into use as specified in the land law;
dd/ The investor fails to make deposits or obtain guarantees for deposit
obligations in accordance with law, for investment projects requiring security for
implementation;
e/ The investor carries out investment activities on the basis of false civil
transactions specified in the civil law;
g/ Under a court judgment or ruling or an arbitral award.
3. For an investment project subject to approval of investment policy, the
investment registration agency shall terminate the investment project after
obtaining opinions of the agency competent to approve investment policy.
4. Investors shall themselves liquidate investment projects in accordance
with the law on asset liquidation upon termination of investment projects, except
the case specified in Clause 5 of this Article.
5. The handling of land use rights and land-attached assets upon the
termination of investment projects must comply with the land law and other
relevant laws.
6. The investment registration agency shall decide on revocation of
investment registration certificates of investment projects that terminate
operation under Clause 2 of this Article, except those that terminate some of their
operations.
7. The Government shall stipulate in detail the order and procedures for
termination of investment projects under this Article.
Article 49. Establishment of executive offices of foreign investors under
BCCs

39
 1. Foreign investors under BCCs may establish their executive offices in
Vietnam for contract performance. The location of executive offices shall be
decided by foreign investors under BCCs to meet contract performance
requirements.
2. Executive offices of foreign investors under BCCs shall have their own
seals; and may open accounts, recruit employees, sign contracts and carry out
business activities within the ambit of the rights and obligations stated in the
BCCs and executive office establishment registration certificates.
3. Foreign investors under BCCs shall submit dossiers of registration for
establishment of executive offices to investment registration agencies of
localities where these offices are to be located.
4. A dossier of registration for establishment of an executive office must
comprise:
a/ The written registration for establishment of an executive office, stating
the name and address of the Vietnam-based representative office (if any) of the
foreign investor under the BCC; name and address of the executive office;
contents, duration and scope of operation of the executive office; and full name,
place of residence and serial number of people’s identity card, citizen identity
card or passport of the head of the executive office;
b/ The decision of the foreign investor under the BCC on the establishment
of the executive office;
c/ A copy of the decision of appointment of the head of the executive office;
d/ A copy of the BCC.
5. Within 15 days after receiving a dossier specified in Clause 4 of this
Article, the investment registration agency shall grant an executive office
operation registration certificate to the foreign investor under a BCC.
Article 50. Termination of operation of executive offices of foreign
investors under BCCs
1. Within 7 working days after obtaining the decision on termination of the
operation of its/his/her executive office, a foreign investor shall send a dossier of
notification to the investment registration agency of the locality where such
office is based.
2. A dossier of notification of termination of the operation of an executive
office must comprise:

40
 a/ The decision on termination of the operation of the executive office, in
case of termination ahead of schedule;
b/ The list of creditors and debt amounts already paid;
c/ The list of employees and their rights and interests already settled;
d/ The tax office’s certification of the investor’s fulfillment of tax
obligations;
dd/ The social insurance agency’s certification of the investor’s fulfillment
of social insurance-related obligations;
e/ The operation registration certificate of the executive office;
g/ A copy of the investment registration certificate;
h/ A copy of the BCC.
3. Within 15 days after receiving a dossier specified in Clause 2 of this
Article, the investment registration agency shall decide to revoke the operation
registration certificate of the executive office.

Chapter V
OFFSHORE INVESTMENT ACTIVITIES
Section 1
GENERAL PROVISIONS
Article 51. Principles of offshore investment activities
1. The State shall encourage offshore investment in order to exploit,
develop and expand markets; increase the export of goods and services and the
earning of foreign currencies; access modern technologies, raise administration
capacity and acquire additional resources for national socio-economic
development.
2. Investors carrying out offshore investment activities shall comply with
this Law, other relevant laws, laws of countries and territories where investment
is made (below referred to as host countries), and relevant treaties; and shall take
responsibility for the efficiency of their offshore investment activities.
Article 52. Forms of offshore investment
1. Investors shall carry out offshore investment activities in the following
forms:

41
 a/ Establishing economic organizations in accordance with the laws of host
countries;
b/ Making investment in the form of overseas contracts;
c/ Contributing capital to, or purchasing shares or contributed capital
amounts at, overseas economic organizations to participate in managing such
economic organizations;
d/ Purchasing and selling securities and other valuable papers or making
investment via overseas securities investment funds or other intermediary
financial institutions;
dd/ Other forms in accordance with the laws of host countries.
2. The Government shall stipulate in detail the form of investment specified
at Point d, Clause 1 of this Article.
Article 53. Sectors and trades banned from offshore investment
1. The sectors and trades banned from business investment specified in
Article 6 of this Law and relevant treaties.
2. Sectors and trades with technologies and products banned from export in
accordance with the law on foreign trade management.
3. Sectors and trades banded from business investment in accordance with
the laws of host countries.
Article 54. Sectors and trades subject to conditional offshore investment
1. Sectors and trades subject to conditional offshore investment include:
a/ Banking;
b/ Insurance;
c/ Securities;
d/ Press, radio and television broadcasting;
dd/ Real estate business.
2. Conditions for offshore investment in the sectors and trades specified in
Clause 1 of this Article shall be prescribed in the laws and resolutions of the
National Assembly, ordinances and resolutions of the Standing Committee of the
National Assembly, decrees of the Government, and treaties on investment to
which the Socialist Republic of Vietnam is a contracting party.
Article 55. Offshore investment capital sources

42
 1. Investors shall contribute capital and raise capital from different sources
to carry out overseas investment activities.
2. The borrowing of foreign-currency loans and transfer of foreign-currency
investment capital must comply with the conditions and procedures specified in
the laws on banking, credit institutions, and foreign exchange management.
3. Based on the objectives of the monetary policy and foreign exchange
management policy in each period, the State Bank of Vietnam shall stipulate the
provision of foreign-currency loans by credit institutions and foreign bank
branches in Vietnam to investors under Clause 2 of this Article for making
offshore investment.
Section 2
PROCEDURES FOR APPROVAL OF OFFSHORE INVESTMENT POLICY
AND DECISION ON OFFSHORE INVESTMENT
Article 56. Competence to approve offshore investment policy
1. The National Assembly shall approve offshore investment policy for:
a/ Offshore investment projects capitalized at VND 20 trillion or more;
b/ Investment projects requiring special mechanisms or policies to be
decided by the National Assembly.
2. Except the investment projects specified in Clause 1 of this Article, the
Prime Minister shall approve offshore investment policy for:
a/ Offshore investment projects in the banking, insurance, securities, press,
radio or television broadcasting, and telecommunications sectors which are
capitalized at VND 400 billion or more;
b/ Offshore investment projects other than those specified at Point a of this
Clause which are capitalized at VND 800 billion or more.
3. Investment projects other than those specified in Clauses 1 and 2 of this
Article are not subject to approval of offshore investment policy.
Article 57. Dossiers, order and procedures for approval of offshore
investment policy by the National Assembly
1. Investors shall submit an offshore investment project dossier to the
Ministry of Planning and Investment, which must comprise:
a/ A written registration for offshore investment;
b/ A document on the legal status of the investor;

43
 c/ The investment project proposal, covering the following major contents:
form, objectives, scale and location of investment; preliminarily estimated
investment capital, capital raising plan and structure of capital sources; project
implementation schedule and investment stages (if any); and preliminary
analysis of investment efficiency of the project;
d/ At least one of the following documents proving the investor’s financial
capacity: the investor’s financial statements of the last 2 years; the parent
company’s commitment to providing financial support; a financial institution’s
commitment to providing financial support; guarantee for the investor’s financial
capacity; and another document proving the investor’s financial capacity;
dd/ The investor’s commitment to self-balancing foreign currency sources
or a licensed credit institution’s written commitment to providing foreign
currencies to the investor;
e/ The owner’s representative agency’s written approval of the investor’s
offshore investment activities and a report on internal appraisal of the offshore
investment proposal specified in Clause 1, Article 59 of this Law, for state
enterprises, or the offshore investment decision specified in Clause 2, Article 59
of this Law;
g/ For offshore investment projects in the sectors and trades specified in
Clause 1, Article 54 of this Law, the investor shall submit a competent state
agency’s written certification of its/his/her satisfaction of the offshore investment
conditions in accordance with relevant laws (if any).
2. Within 5 working days after receiving a complete dossier, the Ministry of
Planning and Investment shall propose the Prime Minister to decide on the
establishment of a State Appraisal Council.
3. Within 90 days from the date of its establishment, the State Appraisal
Council shall appraise the dossier and make an appraisal report for submission to
the Government. An appraisal report must cover the following contents:
a/ The conditions for grant of an offshore investment registration certificate
as specified in Article 60 of this Law;
b/ The investor’s legal status;
c/ The necessity for carrying out offshore investment activities;
d/ The project’s conformity with Clause 1, Article 51 of this Law;
dd/ The form, scale, location and implementation schedule of the
investment project; offshore investment capital and capital sources;

44
 e/ Assessment of risks in the host country.
4. At least 60 days before the opening date of a National Assembly’s
session, the Government shall send a dossier of request for approval of offshore
investment policy to the National Assembly’s agency in charge of verification.
5. The dossier of request for approval of offshore investment policy must
comprise:
a/ A report of the Government;
b/ The dossier specified in Clause 1 of this Article;
c/ The State Appraisal Council’s appraisal report;
d/ Other related documents.
6. Contents of verification of the request for approval of offshore
investment policy:
a/ The satisfaction of the criteria for determining the investment project to
be subject to approval of investment policy by the National Assembly;
b/ The necessity for carrying out offshore investment activities;
c/ The project’s conformity with Clause 1, Article 51 of this Law;
d/ The form, scale, location and implementation schedule of the investment
project; offshore investment capital and capital sources;
dd/ Assessment of risks in the host country.
e/ Special mechanisms and policies, investment incentives and supports and
conditions for application thereof (if any).
7. The Government and related agencies, organizations and individuals
shall provide sufficient information and documents to serve the verification; and
explain matters related to the investment project when so requested by the
National Assembly’s agency in charge of verification.
8. The National Assembly shall consider and adopt a resolution on approval
of offshore investment policy, covering the following contents:
a/ The investor to implement the project;
b/ Objectives and location of investment;
c/ Offshore investment capital and capital sources;
d/ Special mechanisms and policies, investment incentives and supports and
conditions for application thereof (if any).

45
 9. The Government shall stipulate in detail the order and procedures for
appraisal of offshore investment project dossiers by the State Appraisal Council.
Article 58. Dossier, order and procedures for approval of offshore
investment policy by the Prime Minister
1. Investment project dossiers must comprise with Clause 1, Article 57 of
this Law.
2. Investors shall submit investment project dossiers to the Ministry of
Planning and Investment. Within 3 working days after receiving a complete
dossier, the Ministry of Planning and Investment shall send the dossier to related
state agencies to solicit appraisal opinions.
3. Within 15 days after receiving the investment project dossier, the
consulted agencies shall give appraisal opinions in writing on the contents falling
within the scope of their management.
4. Within 30 days after receiving the investment project dossier, the
Ministry of Planning and Investment shall appraise it and make an appraisal
report for submission to the Prime Minister. The appraisal report must cover the
contents specified in Clause 3, Article 57 of this Law.
5. The Prime Minister shall consider and approve offshore investment
policy covering the contents specified in Clause 8, Article 57 of this Law.
Article 59. Decision on offshore investment
1. The decision on offshore investment of state enterprises must comply
with the law on management and use of state capital invested in production and
business at enterprises and other relevant laws.
2. Investors themselves shall decide on offshore investment activities other
than those specified in Clause 1 of this Article in accordance with the Law on
Enterprises.
3. Investors and agencies making decision on offshore investment specified
in Clause 1 or 2 of this Article shall take responsibility for their offshore
investment decisions.

Section 3
PROCEDURES FOR GRANT, MODIFICATION AND INVALIDATION OF
OFFSHORE INVESTMENT REGISTRATION CERTIFICATES
Article 60. Conditions for grant of offshore investment registration
certificates

46
 1. Offshore investment activities adhere to the principles specified in
Article 51 of this Law.
2. Offshore investment activities do not fall in the sectors or trades banned
from offshore investment as specified in Article 53 of this Law and satisfy the
offshore investment conditions, for sectors and trades subject to conditional
offshore investment as specified in Article 54 of this Law.
3. The investor commits to self-arranging foreign currency amounts or
obtains a licensed credit institution’s commitment to providing foreign currency
amounts for carrying out offshore investment activities.
4. There is an offshore investment decision as specified in Article 59 of this
Law.
5. There is a tax office’s written certification of the investor’s fulfillment of
the tax payment obligation, which is made no more than 3 months by the date of
submission of the investment project dossier.
Article 61. Procedures for grant of offshore investment registration
certificates
1. For investment projects subject to approval of offshore investment
policy, the Ministry of Planning and Investment shall grant an offshore
investment registration certificate to investors within 5 working days after
receiving a written approval of investment policy and offshore investment
decision as specified in Article 59 of this Law.
2. For investment projects other than those specified in Clause 1 of this
Article, an investor shall submit a dossier of application for an offshore
investment registration certificate to the Ministry of Planning and Investment.
Such a dossier must comprise:
a/ A written registration for offshore investment;
b/ A document on the investor’s legal status;
c/ The offshore investment decision as specified in Article 59 of this Law;
d/ The investor’s written commitment to self-arranging foreign currency
amounts or a licensed credit institution’s written commitment to providing
foreign currency amounts for the investor as specified in Clause 3, Article 60 of
this Law;
dd/ For offshore investment projects in the sectors and trades specified in
Clause 1, Article 54 of this Law, the investor shall submit a competent state

47
agency’s written approval stating its/his/her satisfaction of the offshore
investment conditions under relevant laws (if any).
3. For a foreign currency amount to be transferred abroad which is
equivalent to VND 20 billion or more, the Ministry of Planning and Investment
shall solicit written opinions of the State Bank of Vietnam.
4. Within 15 days after receiving a dossier specified in Clause 2 of this
Article, the Ministry of Planning and Investment shall grant an offshore
investment registration certificate, or send to the investor a written notice clearly
stating the reason for refusal to grant such a certificate.
5. The Government shall stipulate in detail the order and procedures for
appraisal of offshore investment projects; and the grant, modification and
invalidation of offshore investment registration certificates.
Article 62. Contents of offshore investment registration certificate
1. Code of the investment project.
2. The investor.
3. Name of the investment project, name of the overseas economic
organization (if any).
4. Objectives and location of investment.
5. Form of investment, investment capital, investment capital sources, form
of investment capital, and implementation schedule of offshore investment
activities.
6. Rights and obligations of the investor.
7. Investment incentives and supports (if any).
Article 63. Modification of offshore investment registration certificates
1. An investor shall carry out procedures for modification of its/his/her
offshore investment registration certificate in the following cases:
a/ Change of the Vietnamese investor;
b/ Change of the form of investment;
c/ Change of offshore investment capital; investment capital sources, or
form of investment capital;
d/ Change of investment location, for investment projects required to have
investment locations;
dd/ Change of main objectives of offshore investment activities;

48
 e/ Use of profits earned from offshore investment activities as specified at
Points a and b, Clause 1, Article 67 of this Law.
2. An investor shall update changes other than those specified in Clause 1
of this Article to the national investment information systems.
3. A dossier for modification of an offshore investment registration
certificate must comprise:
a/ A written request for modification of an offshore investment registration
certificate;
b/ A document on the investor’s legal status;
c/ A report on the operation of the investment project by the time of
submission of the dossier;
d/ The decision on modification of offshore investment activities as
specified in Article 59 of this Law or the documents specified at Point e, Clause
1, Article 57 of this Law;
dd/ A copy of the offshore investment registration certificate;
e/ The tax office’s written certification of the investor’s fulfillment of tax
payment obligation in case of increase of offshore investment capital, which is
made no more than 3 months by the date of submission of the dossier.
4. The Ministry of Planning and Investment shall modify an offshore
investment registration certificate within 15 days after receiving the dossier
specified in Clause 3 of this Article.
5. For investment projects subject to approval of offshore investment
policy, when modifying the contents specified in Clause 1 of this Article and
Clause 8, Article 57 of this Law, the Ministry of Planning and Investment shall
carry out procedures for approval of the modification of offshore investment
policy before modifying an offshore investment registration certificate.
6. In case the request for modification of an offshore investment registration
certificate makes the investment project be subject to approval of offshore
investment policy, procedures for approval of offshore investment policy shall be
carried out before modification of the offshore investment registration certificate.
7. Agencies or persons competent to approve offshore investment policy
have the competence to approve the modification of offshore investment policy.
Agencies or persons competent to decide on offshore investment have the
competence to decide on the modification of offshore investment decisions.

49
 8. In case the request for modification of an investment project makes the
project fall within the superior authority’s competence to approve offshore
investment policy, such authority will have the competence to approve
modification of offshore investment policy.
Article 64. Invalidation of offshore investment registration certificates
1. An offshore investment registration certificate shall be invalidated in the
following cases:
a/ The investor decides to terminate the investment project’s operation;
b/ The investment project’s operation duration expires in accordance with
the law of the host country;
c/ Under the operation termination conditions specified in the contract or
enterprise charter;
d/ The investor transfers the whole amount of overseas investment capital to
a foreign investor(s);
dd/ Past 24 months from the date of being granted the offshore investment
registration certificate, the investor fails or is unable to implement the investment
project according to the schedule registered with a state management agency and
fails to carry out procedures for extension of such schedule;
e/ The overseas economic organization is dissolved or goes bankrupt in
accordance with the law of the host country;
g/ Under a court judgment or ruling or an arbitral award.
2. Investors shall carry out procedures for termination of the operation of
their overseas investment projects in accordance with the laws of the host
countries and procedures for invalidation of offshore investment registration
certificates.
3. The Ministry of Planning and Investment shall invalidate offshore
investment registration certificates.

Section 4
IMPLEMENTATION OF OVERSEAS INVESTMENT ACTIVITIES
Article 65. Opening of offshore investment capital accounts
1. An investor may open an offshore investment capital account at a
licensed credit institution in Vietnam as prescribed by the law on foreign
exchange management.

50
 2. All transactions of offshore investment-related outbound and inbound
transfer of money shall be conducted via investment capital accounts specified in
Clause 1 of this Article in accordance with the law on foreign exchange
management.
Article 66. Outbound transfer of investment capital
1. An investor may transfer investment capital abroad for carrying out
investment activities when meeting the following conditions:
a/ Having obtained an offshore investment registration certificate, except
the case specified in Clause 3 of this Article;
b/ The investment activities have been approved or licensed by a competent
authority of the host country. In case the law of the host country does not
stipulate investment licensing or approval, the investor shall produce a document
proving its/his/her right to carry out investment activities in the host country;
c/ Having a capital account as specified in Article 65 of this Law.
2. The outbound transfer of investment capital must comply with the laws
on foreign exchange management, export, and technology transfer and other
relevant laws.
3. Investors may transfer foreign currency amounts or goods, machinery
and equipment abroad for serving market survey, research and probe activities
and other investment preparation activities under the Government’s regulations.
Article 67. Use of profits overseas
1. Investors may retain profits earned from offshore investment activities
for reinvestment in the following cases:
a/ Continuing to contribute capital to make offshore investment, in case
they have not fully contributed capital as registered;
b/ Increasing offshore investment capital;
c/ Implementing new investment projects overseas.
2. Investors shall carry out procedures for modification of offshore
investment registration certificates in accordance with Article 63 of this Law for
the cases specified at Points a and b, Clause 1 of this Article; or carry out
procedures for grant of offshore investment registration certificates in
accordance with Article 61 of this Law for the case specified at Point c, Clause 1
of this Article.
Article 68. Inbound transfer of profits

51
 1. Except the case of retaining profits as specified in Article 67 of this Law,
within 6 months from the date of issuance of a tax finalization statement or a
document of equivalent legal validity under the law of the host country, investors
shall transfer all profits and other incomes earned from offshore investment
activities to Vietnam.
2. Within the time limit specified in Clause 1 of this Article, if failing to
transfer profits and other incomes to Vietnam, investors shall send a written
notice in advance to the Ministry of Planning and Investment and State Bank of
Vietnam. The time limit for inbound transfer of profits may be extended for no
more than 12 months after the expiration of the time limit specified in Clause 1
of this Article.
3. Past the time limit specified in Clause 1 of this Article, if investors fail to
transfer profits to Vietnam and to send a notice, or past the extended time limit
specified in Clause 2 of this Article, if investors fail to transfer profits to
Vietnam, they shall be handled in accordance with law.

Chapter VI
STATE MANAGEMENT OF INVESTMENT
Article 69. Responsibility for state management of investment
1. The Government shall perform the unified state management of
investment in Vietnam and offshore investment from Vietnam.
2. The Ministry of Planning and Investment shall assist the Government in
performing the unified state management of investment in Vietnam and offshore
investment from Vietnam, and has the following tasks and powers:
a/ To submit to the Government or Prime Minister for approval strategies,
plans and policies on investment in Vietnam and offshore investment from
Vietnam;
b/ To promulgate or submit to competent agencies for promulgation legal
documents on investment in Vietnam and offshore investment from Vietnam;
c/ To issue forms for carrying out procedures for investment in Vietnam and
offshore investment from Vietnam;
d/ To guide, disseminate, and organize, supervise, examine and evaluate the
implementation of, legal documents on investment;

52
 dd/ To formulate and submit to competent agencies for promulgation
mechanisms for settlement of problems confronted by investors, and prevention
of disputes between the State and investors;
e/ To review, evaluate and report on investment in Vietnam and offshore
investment from Vietnam;
g/ To build, manage and operate the national investment information
systems and the national investment database;
h/ To grant, modify or invalidate offshore investment registration
certificates;
i/ To perform the state management of industrial parks, export processing
zones and economic zones;
k/ To perform the state management of investment promotion and
coordinate investment promotion activities in Vietnam and foreign countries;
l/ To examine, inspect, supervise and evaluate investment activities,
manage and coordinate in managing investment activities according to its
competence;
m/ To negotiate and conclude investment-related treaties according to its
competence;
n/ Other tasks and powers concerning state management of investment as
assigned by the Government or Prime Minister.
3. Ministries and ministerial-level agencies shall, within the ambit of their
tasks and powers, coordinate with the Ministry of Planning and Investment in
performing the state management of investment in Vietnam and offshore
investment from Vietnam, specifically as follows:
a/ To coordinate with the Ministry of Planning and Investment and with one
another in formulating investment-related laws and policies;
b/ To assume the prime responsibility for, and coordinate with one another
in, formulating and promulgating laws, policies, standards and technical
regulations, and guiding implementation thereof;
c/ To submit to the Government for promulgation according to its
competence business investment conditions for the sectors and trades specified
in Article 7 of this Law;
d/ To assume the prime responsibility for, and coordinate with the Ministry
of Planning and Investment in, formulating master plans, plans, and lists of

53
investment-calling projects in their sectors; to organize sector-specific
investment mobilization and promotion;
dd/ To participate in appraising investment projects subject to investment
policy approval in accordance with this Law and take responsibility for appraisal
contents falling within the ambit of their functions and tasks;
e/ To supervise, evaluate, and conduct specialized inspection of, the
satisfaction of investment conditions, and perform the state management of
investment projects falling within their competence;
g/ To assume the prime responsibility for, and coordinate with provincial-
level People’s Committees and with one another in, settling difficulties and
problems for investment projects in the fields falling within the scope of their
state management; to guide the decentralization of powers to and authorization
for management boards of industrial parks, export processing zones, hi-tech
parks or economic zones to perform state management tasks in these parks or
zones;
h/ To periodically evaluate socio-economic benefits of investment projects
falling within the scope of their state management and send evaluation reports to
the Ministry of Planning and Investment;
i/ To provide relevant information for building the national investment
database; to maintain and update the investment management information
systems in their assigned fields and integrate such information into the national
investment information systems.
4. Provincial-level People’s Committees and investment registration
agencies shall, within the ambit of their tasks and powers, perform the state
management of investment in Vietnam and offshore investment from Vietnam,
specifically as follows:
a/ To coordinate with ministries and ministerial-level agencies in making
and announcing lists of investment-calling projects in localities;
b/ To assume the prime responsibility for or participate in appraising
investment projects subject to investment policy approval in accordance with this
Law and take responsibility for appraisal contents falling within the ambit of
their functions and tasks; to assume the prime responsibility for carrying out
procedures for grant, modification and revocation of investment registration
certificates;
c/ To perform the state management of investment projects in localities;

54
 d/ To settle according to their competence, or submit to competent
authorities for settlement of, difficulties and problems confronted by investors;
dd/ To periodically evaluate the effectiveness of investment activities in
localities and send evaluation reports to the Ministry of Planning and Investment;
e/ To provide relevant information for building the national investment
database; to maintain and update the national investment information systems;
g/ To direct the organization, supervision and evaluation of the
implementation of the investment reporting regime.
5. Overseas Vietnamese representative missions shall monitor and support
investment activities and protect lawful rights and interests of Vietnamese
investors in host countries.
Article 70. Investment monitoring and evaluation
1. Investment monitoring and evaluation activities cover:
a/ Monitoring and evaluation of investment projects;
b/ Overall monitoring and evaluation of investment.
2. Responsibility for investment monitoring and evaluation:
a/ State management agencies in charge of investment and specialized state
management agencies shall conduct overall monitoring and evaluation of
investment and monitoring and evaluation of investment projects under their
management;
b/ Investment registration agencies shall monitor and evaluate investment
projects for which they are competent to grant investment registration
certificates.
3. Contents of monitoring and evaluation of investment projects:
a/ For investment projects using state capital for business investment, state
management agencies in charge of investment and specialized state management
agencies shall monitor and evaluate such projects based on the contents and
criteria approved under investment decisions;
b/ For projects using other funding sources, state management agencies in
charge of investment and specialized state management agencies shall monitor
and evaluate the objectives and conformity of such projects with approved
master plans and investment policy, investment schedule, and satisfaction of
law-prescribed requirements on environmental protection, technology, and use of
land and other natural resources;

55
 c/ Investment registration agencies shall monitor and evaluate the contents
specified in investment registration certificates or written approvals of
investment policy.
4. Contents of overall monitoring and evaluation of investment:
a/ Promulgation of legal documents detailing and guiding the
implementation of the law on investment; and the implementation of the law on
investment;
b/ Actual implementation of investment projects;
c/ Evaluation of investment results nationwide and in ministries,
ministerial-level agencies and localities, and investment projects as
decentralized;
d/ Sending of recommendations on investment evaluation results and
measures to handle problems and violations of the law on investment to the
same-level and superior state management agencies in charge of investment.
5. Evaluating agencies and organizations may themselves carry out
investment evaluation or hire fully qualified and capable experts or consultancy
organizations to do so.
6. The Government shall detail this Article.
Article 71. National investment information systems
1. The national investment information systems include:
a/ The national information system on domestic investment;
b/ The national information system on foreign investment in Vietnam;
c/ The national information system on offshore investment from Vietnam;
d/ The national information system on investment promotion;
dd/ The national information system on industrial parks and economic
zones.
2. The Ministry of Planning and Investment shall assume the prime
responsibility for, and coordinate with related agencies in, building and operating
the national investment information systems; building the national investment
database; and assessing the operation of these systems by central and local state
management agencies in charge of investment.
3. State management agencies in charge of investment and investors shall
fully, promptly and accurately update relevant information to the national
investment information systems.

56
 4. Information on investment projects stored in the national investment
information systems is legally valid as primary-source information on investment
projects.
Article 72. Reporting on investment activities in Vietnam
1. Entities to observe the reporting regime include:
a/ Ministries, ministerial-level agencies and provincial-level People’s
Committees;
b/ Investment registration agencies;
c/ Investors and economic organizations that implement investment projects
in accordance with this Law.
2. The periodical reporting regime is specified as follows:
a/ Quarterly and annually, investors and economic organizations that
implement investment projects shall report to local investment registration
agencies and statistics offices on implementation of such investment projects,
covering disbursed investment capital, business investment results, information
on labor, payment to the state budget, investment in research and development,
environmental treatment and protection, and specialized indicators by field of
operation;
b/ Quarterly and annually, investment registration agencies shall report to
the Ministry of Planning and Investment and provincial-level People’s
Committees on receipt of dossiers, and grant, modification and revocation, of
investment registration certificates, and on operation of investment projects
under their management;
c/ Quarterly and annually, provincial-level People’s Committees shall
review and report on investment in localities to the Ministry of Planning and
Investment;
d/ Quarterly and annually, ministries and ministerial-level agencies shall
report on grant, modification and revocation of investment registration
certificates or other papers of equivalent validity (if any) within the scope of
their management; and report on investment activities related to the scope of
their management to the Ministry of Planning and Investment for summarization
and reporting to the Prime Minister;
dd/ Annually, the Ministry of Planning and Investment shall report to the
Prime Minister on investment nationwide and report on assessment of the
implementation of the reporting regime by the agencies specified in Clause 1 of
this Article.

57
 3. Agencies, investors and economic organizations shall send reports in
written form and via the national investment information systems.
4. Agencies, investors and economic organizations specified in Clause 1 of
this Article shall make unscheduled reports upon request of competent state
agencies.
5. For projects not subject to grant of investment registration certificates,
investors shall report them to investment registration agencies before
implementing such projects.
Article 73. Reporting on overseas investment activities
1. Agencies, organizations and individuals subject to the reporting regime
include:
a/ Ministries and ministerial-level agencies tasked to manage offshore
investment activities in accordance with law, and agencies representing state
capital amounts at enterprises;
b/ Investors that implement offshore investment projects in accordance with
this Law.
2. The reporting regime for the entities specified at Point a, Clause 1 of this
Article is specified as follows:
a/ Annually, the reporting entities shall, within the ambit of their functions
and tasks, report on the management of offshore investment activities to the
Ministry of Planning and Investment for summarization and reporting to the
Prime Minister;
b/ Annually, the Ministry of Planning and Investment shall report to the
Prime Minister on offshore investment.
3. The reporting regime for investors is specified as follows:
a/ Within 60 days from the date an investment project is approved or
licensed in accordance with the law of the host country, the concerned investor
shall send a written notice of implementation of overseas investment activities,
together with a copy of the written approval of the investment project or a
document proving its/his/her right to carry out investment activities in the host
country, to the Ministry of Planning and Investment, State Bank of Vietnam and
Vietnamese representative mission in
the host country;

58
 b/ Quarterly and annually, the investor shall send a report on operation of
the investment project to the Ministry of Planning and Investment, State Bank of
Vietnam and Vietnamese representative mission in the host country;
c/ Within 6 months from the date of issuance of a tax finalization statement
or a document of equivalent legal validity in accordance with the law of the host
country, the investor shall send a report on operation of the investment project,
together with the financial statement, tax finalization report or document of
equivalent legal validity as prescribed by the law of the host country, to the
Ministry of Planning and Investment, State Bank of Vietnam, Ministry of
Finance, Vietnamese representative mission in the host country, and competent
state management agency prescribed by this Law and other relevant laws;
d/ For offshore investment projects using state capital, investors shall
observe not only the reporting regime specified at Points a, b and c of this Clause
but also the investment reporting regime prescribed in the law on management
and use of state capital invested in production and business at enterprises.
4. The reports specified in Clauses 2 and 3 of this Article shall be made in
written form and via the national investment information systems.
5. The agencies and investors specified in Clause 1 of this Article shall
make unscheduled reports at the request of competent state agencies to meet
relevant state management requirements or settle arising problems related to
investment projects.
Article 74. Investment promotion activities
1. The Government shall direct the formulation and organize the
implementation of investment promotion policies and orientations so as to
promote and facilitate investment activities based on sectors, regions and
partners in conformity with socio-economic development strategies, master
plans, plans and strategies in each period; ensure the implementation of
interregional and intersectoral investment promotion programs and activities in
association with trade promotion and tourism promotion.
2. The Ministry of Planning and Investment shall formulate, and organize
the implementation of, the national investment promotion plan and program;
coordinate interregional and intersectoral investment promotion activities; and
supervise, monitor and evaluate investment promotion efficiency nationwide.
3. Ministries, ministerial-level agencies and provincial-level People’s
Committees shall, within the ambit of their tasks and powers, formulate, and
organize the implementation of, investment promotion plans and programs in the
fields and localities under their management in conformity with socio-economic

59
development strategies, master plans and plans and the national investment
promotion program.
4. Funds for formulating, and organizing the implementation of, investment
promotion programs shall be allocated from the state budget and other lawful
sources.
5. The Government shall detail this Article.

Chapter VII
IMPLEMENTATION PROVISIONS
Article 75. To amend and supplement a number of articles of the laws
related to business investment
1. To amend and supplement a number of articles of Housing Law No.
65/2014/QH13, which was amended and supplemented under Law No.
40/2019/QH14, as follows:
a/ To amend and supplement Clause 2, Article 21 as follows:
“2. Paying a deposit or obtaining a bank guarantee on the obligation to pay
a deposit for implementation of each project as prescribed by the law on
investment.”;
b/ To amend and supplement Point c, Clause 2, Article 22 as follows:
“c/ Approval of investors as prescribed by the Law on Investment. In case
more than one investor is approved, the determination of the project owner must
comply with the Construction Law.
The Government shall detail this Point.”;
c/ To amend and supplement Clause 1, Article 23 as follows:
“1. Having lawful use rights of residential land and land of other categories
changed into residential land as permitted by competent state agencies.”;
d/ To amend and supplement Clause 2, Article 170 as follows:
“2. For other housing construction projects subject to investment policy
approval as prescribed by the Law on Investment, the decision on investment
policy must comply with the Law on Investment.”;
dd/ To amend and supplement Clause 7, Article 175 as follows:
“7. To organize professional training and further training in housing
development and management; to stipulate the grant of certificates of completion

60
of training courses on condominium operation management; to stipulate and
recognize the grading of condominiums.”;
e/ To annul Clause 3 of Article 22 and Article 171.
2. To amend and supplement a number of articles of Law No.
66/2014/QH13 on Real Estate Business as follows:
a/ To amend and supplement Clause 1, Article 10 as follows:
“1. Organizations and individuals engaged in real estate business are
required to establish enterprises or cooperatives (below collectively referred to as
enterprises), except the case specified in Clause 2 of this Article.”;
b/ To amend and supplement Article 50 as follows:
“Article 50. Competence to permit the transfer of the whole or part of real
estate projects
1. For real estate projects having investors approved or investment
registration certificates granted under the Law on Investment, the competence
and procedures for transferring the whole or part of such projects must comply
with the Law on Investment.
2. For real estate projects other than those specified in Clause 1 of this
Article, the competence to permit the transfer of the whole or part of such
projects is specified as follows:
a/ Provincial-level People’s Committees shall decide to permit the transfer
of the whole or part of real estate projects, for projects in which the investment is
decided by provincial-level People’s Committees;
b/ The Prime Minister shall decide to permit the transfer of the whole or
part of real estate projects, for projects in which the investment is decided by the
Prime Minister.”;
c/ To add the following sentence above Clause 1, Article 51:
“Procedures for transferring the whole or part of real estate projects
specified in Clause 2, Article 50 of this Law are carried out as follows:”.
3. To amend and supplement a number of points of Clause 2, Article 25
of Law No. 55/2014/QH13 on Environmental Protection, which was
amended and supplemented under Law No. 35/2018/QH14 and Law No.
39/2019/QH14, as follows:
a/ To amend and supplement Point a, Clause 2, Article 25 as follows:

61
 “a. For the objects specified in Article 18 of this Law, competent authorities
shall base on preliminary environmental impact assessment to approve
investment policy; investors may implement projects only after environmental
impact assessment reports are approved.
For public investment projects, competent authorities shall base on
preliminary environmental impact assessment to decide on investment policy;
base on environmental impact assessment to decide on investment, for the
objects specified in Article 18 of this Law. The Government shall stipulate in
detail objects and contents of preliminary environmental impact assessment;”;
b/ To amend and supplement Point dd, Clause 2, Article 25 as follows:
“dd/ For projects other than those specified at Points a, b, c and d of this
Clause, competent authorities shall base on preliminary environmental impact
assessment to grant investment registration certificates, except the case of grant
of investment registration certificates at the request of investors; investors may
implement projects only after environmental impact assessment reports are
approved.”.
4. To amend and supplement a number of articles of Law No.
14/2008/QH12 on Enterprise Income Tax, which was amended and
supplemented under Law No. 32/2013/QH13 and Law No. 71/2014/QH13, as
follows:
a/ To add the following Clause 5a below Clause 5, Article 13:
“5a. For the investment projects specified in Clause 2, Article 20 of the Law
on Investment, the Prime Minister shall decide on application of preferential tax
rates reduced by no more than 50% of the preferential tax rates specified in
Clause 1 of this Article; the duration for application of preferential tax rates must
not exceed 1.5 times the duration for application of the preferential tax rates
specified in Clause 1 of this Article, and may be extended for no more than 15
years but must not exceed the duration of investment projects.”;
b/ To add the following Clause 1a below Clause 1, Article 14:
“1a. For the investment projects specified in Clause 2, Article 20 of the Law
on Investment, the Prime Minister shall decide on application of tax exemption
for no more than 6 years and the 50% reduction of payable tax amounts for no
more than 13 subsequent years.”;
5. To amend and supplement a number of articles of Cinematography
Law No. 62/2006/QH11, which was amended and supplemented under Law
No. 31/2009/QH12 and Law No. 35/2018/QH14, as follows:

62
 a/ To annul Articles 14 and 15, and Clause 3, Article 30;
b/ To remove number “14” and mark “,” right after number “14” in
Article 55.
6. To annul Article 10 and Point a, Clause 2, Article 43 of Law No.
30/2009/QH12 on Urban Planning, which was amended and supplemented under
Law No. 77/2015/QH13, Law No. 35/2018/QH14 and Law No. 40/2019/QH14.
Article 76. Implementation provisions
1. This Law takes effect on January 1, 2021, except the provisions in Clause
2 of this Article.
2. The provisions in Clause 3, Article 75 of this Article take effect on
September 1, 2020.
3. Law No. 67/2014/QH14 on Investment, which was amended and
supplemented under Law No. 90/2015/QH13, Law No. 03/2016/QH14, Law No.
04/2017/QH14, Law No. 28/2018/QH14 and Law No. 42/2019/QH14, ceases to
be effective on the effective date of this Law, except Article 75 of Law No.
67/2014/QH14 on Investment.
4. In case the national population database is connected with the national
database on investment and business registration, Vietnamese citizens may use
personal identification numbers in replacement of copies of people’s identity
cards, citizen identity cards, passports or other personal identification papers
when carrying out administrative procedures specified in the Law on Investment
and Law on Enterprises.
5. In case legal documents cite provisions on project approval decisions or
investment policy decisions under the Law on Investment, the provisions on
investment policy approval of this this Law shall prevail.
Article 77. Transitional provisions
1. Investors that are granted investment licenses, investment incentive
certificates, investment certificates or investment registration certificates before
the effective date of this Law may implement investment projects under such
licenses or certificates.
2. Investors are not required to carry out procedures for approval of
investment policy under this Law for investment projects falling into one of the
following cases:

63
 a/ They obtain competent state agencies’ investment policy decisions or
investment policy approval or investment approval under the law on investment,
housing, urban planning, or construction before the effective date of this Law;
b/ Investment projects are not subject to investment policy approval,
investment policy decision, investment approval or grant of investment
registration certificates under the law on investment, housing, urban planning, or
construction, and begin to be implemented by investors under regulations before
the effective date of this Law;
c/ Investors have won bidding for investor selection, or have won the
auction of land use rights before the effective date of this Law;
d/ Projects are granted investment incentive certificates, investment
licenses, investment certificates or investment registration certificates before the
effective date of this Law.
3. In case of adjustment of an investment project specified in Clause 2 of
this Article and to-be-adjusted contents are subject to investment policy approval
under this Law, it is required to carry out procedures for approval of investment
policy or adjustment of investment policy in accordance with this Law.
4. For investment projects that have been implemented or approved or
allowed to be implemented under regulations before July 1, 2015, and are
eligible for implementation security under this Law, it is not required to pay a
deposit or obtain a bank guarantee on the obligation to pay a deposit. In case an
investor adjusts objectives or implementation schedule of an investment project,
or changes the land use purpose after this Law takes effect, it/he/she shall pay a
deposit or obtain a bank guarantee on the obligation to pay a deposit under this
Law.
5. Debt collection service contracts signed before the date this Law takes
effect shall cease to be effective on the effective date of this Law; the contracting
parties may perform activities to liquidate the contracts in accordance with the
civil law and other relevant laws.
6. Foreign-invested economic organizations that are entitled to apply
market access conditions more favorable than those specified in the List
promulgated in accordance with Article 9 of this Law may continue to apply the
conditions specified in their investment registration certificates.
7. The provisions of Clause 3, Article 44 of this Law shall apply to
investment projects for which land is handed over before the effective date of
this Law and investment projects for which land has not yet been handed over.

64
 8. In case the law requires a dossier for carrying out administrative
procedures to comprise the investment registration certificate or written approval
of investment policy, while the investment project does not fall into the case of
grant of the investment registration certificate or written approval of investment
policy under this Law, the investor is not required to submit the investment
registration certificate or written approval of investment policy.
9. For localities meeting with difficulties in allocating land areas for
development of houses, service facilities and public utilities for employees
working in industrial parks, competent state agencies may adjust master plans on
construction of industrial parks (for the industrial parks established before July 1,
2014) to reserve part of land areas for development of houses, service facilities
and public utilities for employees working in industrial parks.
The land areas for development of houses, service facilities and public
utilities for employees working in industrial parks after relevant master plans are
adjusted must be outside the geographical boundary of the industrial parks and
ensure the environmental safety distance in accordance with the law on
construction and other relevant laws.
10. Transitional provisions on offshore investment activities:
a/ The regulation on the operation duration of offshore investment projects
in offshore investment licenses or certificates granted before July 1, 2015, ceases
to be effective;
b/ Investors that are granted offshore investment licenses or certificates or
offshore investment registration certificates to make offshore investment in
sectors or trades subject to conditional offshore investment under this Law may
continue to comply with such licenses or certificates.
11. From the effective date of this Law, for valid dossiers that have been
received but no dossier processing results have been notified though the time
limit for dossier processing has expired as specified in Law No. 67/2014/QH13
on Investment, which was amended and supplemented under Law No.
90/2015/QH13, Law No. 03/2016/QH14, Law No. 04/2017/QH14, Law No.
28/2018/QH14 and Law No. 42/2019/QH14, the provisions of Law No.
67/2014/QH13 on Investment, which was amended and supplemented under Law
No. 90/2015/QH13, Law No. 03/2016/QH14, Law No. 04/2017/QH14, Law No.
28/2018/QH14 and Law No. 42/2019/QH14 shall apply.
12. The Government shall detail this Article.
This Law was passed on June 17, 2020, by the XIV th National Assembly of
the Socialist Republic of Vietnam at its 9th session.-

65
 Chairwoman of the National Assembly
NGUYEN THI KIM NGAN

* Except Appendix 4, other appendices to this Law are not translated.

Appendix IV
LIST OF SECTORS AND TRADES SUBJECT TO CONDITIONAL BUSINESS INVESTMENT

No. Sectors and trades

1 Making seals
2 Trading in supporting tools (including also repair thereof)
3 Trading in assorted fireworks, except firecrackers
4 Trading in camouflage equipment and software used for sound
recording, image recording and positioning
5 Trading in paintball guns
6 Trading in military equipment for armed forces, military weapons,
equipment and devices, techniques, ammunition and vehicles
exclusively used for military and public security forces; components;
spare parts, accessories, supplies and special-type equipment, and
specialized technologies for manufacture thereof
7 Provision of pawn services
8 Provision of massage services
9 Trading in signaling devices of priority vehicles
10 Provision of security services
11 Provision of fire prevention and fighting services
12 Law practice
13 Notarial practice

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14 Judicial assessment practice in the fields of finance, banking,
construction, antiques, relics and copyright
15 Property auction practice
16 Bailiff profession practice
17 Practice of management and liquidation of assets of enterprises and
cooperatives during the process of bankruptcy settlement
18 Provision of accounting services
19 Provision of auditing services
20 Provision of tax procedure performance services
21 Provision of customs clearance services
22 Trading in duty-free goods
23 Commercial operation of bonded warehouses and container freight
stations
24 Commercial operation of places for customs clearance, goods
gathering and customs inspection and supervision
25 Securities trading
26 Provision of securities registration, depository, clearing and payment
services by the Vietnam Securities Depository and Clearing
Corporation or organization of exchanges for listed securities and
securities of other types
27 Insurance business
28 Reinsurance business
29 Insurance brokerage and ancillary insurance activities
30 Insurance agency
31 Provision of price appraisal services
32 Lottery business
33 Business of prize-winning electronic games for foreigners
34 Provision of credit rating services
35 Casino business
36 Betting business

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37 Provision of voluntary pension fund management services
38 Petrol and oil trading
39 Gas trading
40 Provision of commercial assessment services
41 Trading in industrial explosives (including also destruction thereof)
42 Trading in explosive precursors
43 Dealing in sectors and trades involving the use of industrial explosives
and explosive precursors
44 Provision of blasting services
45 Trading in chemicals, except those banned under the International
Convention on the Prohibition of the Development, Production,
Stockpiling and Use of Chemical Weapons and on their Destruction
46 Liquor trading
47 Trading in tobacco products, tobacco materials or machinery and
equipment of the tobacco industry
48 Trading in food subject to specialized management by the Ministry of
Industry and Trade
49 Operation of goods exchanges
50 Electricity generation, transmission, distribution, wholesale and retail
activities and provision of electrical consultancy services
51 Rice export
52 Temporary import for re-export of excise tax-liable goods
53 Temporary import for re-export of frozen food
54 Temporary import for re-export of goods on the List of used goods
55 Trading in minerals
56 Trading in industrial precursors
57 Goods purchase and sale activities and related activities of foreign
service providers in Vietnam
58 Multi-level marketing
59 E-commerce activities

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60 Petroleum activities
61 Energy auditing
62 Vocational education activities
63 Quality inspection of vocational education
64 Provision of occupational skill assessment services
65 Provision of occupational safety-related technical inspection services
66 Provision of occupational safety and health-related training services
67 Provision of employment services
68 Provision of the service of sending guest workers
69 Provision of services related to voluntary drug rehabilitation, smoking
cessation, HIV/AIDS treatment, and care of the elderly, people with
disabilities and children
70 Provision of labor outsourcing services
71 Road transport business
72 Provision of car warranty and maintenance services
73 Car manufacture, assembly and import
74 Provision of motor vehicle inspection services
75 Provision of car driver training services
76 Provision of traffic safety inspector training services
77 Provision of driver testing services
78 Provision of traffic safety inspection services
79 Waterway transport business
80 Provision of inland waterway craft building, conversion, repair and
restoration services
81 Provision of inland waterway craft crewmember and operator training
services
82 Maritime crewmember training, recruitment and supply
83 Provision of maritime safety assurance services
84 Ocean shipping business

69
85 Provision of ship towage services
86 Import and demolition of used ships
87 Provision of ship building, conversion and repair services
88 Commercial operation of seaports
89 Air transport business
90 Provision of services of designing, manufacturing, maintaining and
testing aircraft, aircraft engines, aircraft propellers and aircraft
equipment and devices in Vietnam
91 Commercial operation of airports and aerodromes
92 Provision of aviation services at airports and aerodromes
93 Provision of flight assurance services
94 Provision of aviation staff training services
95 Railway transport business
96 Commercial operation of railway infrastructure facilities
97 Commercial operation of urban railways
98 Provision of multimodal transport services
99 Provision of hazardous cargo transport services
100 Pipeline transport business
101 Real estate business
102 Clean water (domestic water) trading
103 Provision of architectural services
104 Provision of construction investment project management consultancy
services
105 Provision of construction surveying services
106 Provision of construction designing and construction design
verification services
107 Provision of work construction supervision consultancy services
108 Provision of work construction services
109 Construction activities of foreign contractors

70
110 Provision of construction investment cost management services
111 Provision of construction inspection services
112 Provision of specialized construction testing services
113 Provision of condominium operation management services
114 Provision of crematory management and operation services
115 Provision of construction master plan-designing services
116 Trading in white asbestos products of the Serpentine sub-group
117 Provision of postal services
118 Provision of telecommunications services
119 Provision of digital signature certification services
120 Operation of publishing houses
121 Provision of printing services, except printing of packings
122 Provision of publication distribution services
123 Provision of social networking services
124 Gaming services in telecommunications networks and the Internet
125 Provision of pay radio and television services
126 Provision of website development services
127 Services of processing, recycling, repair or renewal of used
information technology products on the List of used information
technology products banned from import for foreign partners
128 Provision of information content services in mobile
telecommunications networks and the Internet
129 Provision of domain name registration and maintenance services
130 Provision of data center services
131 Provision of electronic identification and authentication services
132 Trading in or provision of cyberinformation security products and
services
133 Provision of imported newspaper distribution services
134 Trading in or provision of civil cryptography products and services

71
135 Trading in mobile phone jammers
136 Operation of early childhood education institutions
137 Operation of general education institutions
138 Operation of higher education institutions
139 Operation of foreign-invested educational institutions, representative
offices of foreign educational institutions in Vietnam, and branches of
foreign-invested educational institutions
140 Operation of continuing education institutions
141 Operation of specialized schools
142 Joint training with foreign partners
143 Educational quality inspection
144 Provision of overseas study counseling services
145 Fishing
146 Trading in aquatic products
147 Trading in aquatic feeds and animal feeds
148 Provision of aquatic feed and animal feed testing services
149 Trading in bio-preparations, microorganisms, chemicals and
environmental treatment substances in aquaculture and animal
husbandry
150 Fishing ship building and conversion business
151 Fishing ship registration and inspection
152 Training and further training of fishing ships’ crewmembers
153 Breeding and planting of wild fauna or flora species specified in the
Appendices to the CITES and the list of endangered, precious and rare
species of forest plants and animals and aquatic animals
154 Breeding of common forest animals
155 Export, import, re-export, transit, and introduction from the sea of
specimens from the nature of the species specified in the Appendices
to the CITES and the list of endangered, precious and rare species of
forest plants and animals and aquatic animals
156 Export, import and re-export of specimens of bred or reared animals or

72
 artificially propagated plants of the species specified in the
Appendices to the CITES and the list of endangered, precious and rare
species of forest plants and animals and aquatic animals
157 Processing, trading, transport, advertising, display and storage of
specimens of the fauna and flora species specified in the Appendices
to the CITES and the list of endangered, precious and rare species of
forest plants and animals and aquatic animals
158 Trading in pesticides
159 Provision of the service of treatment of objects subject to plant
quarantine
160 Provision of pesticide testing services
161 Provision of plant protection services
162 Trading in veterinary drugs, vaccines, bio-preparations,
microorganisms and chemicals for use in animal health
163 Provision of animal health-related technical services
164 Provision of animal testing and surgery services
165 Provision of vaccination, diagnosis, prescription, cure and heathcare
services for animals
166 Provision of experiment and testing services for veterinary drugs
(including veterinary drugs, veterinary drugs for aquatic animals,
vaccines, bio-preparations, microorganisms and chemicals for use in
animal health and aquatic animal health)
167 Trading in farm-based animal husbandry
168 Trading in cattle and poultry slaughtering
169 Trading in food subject to specialized management by the Ministry of
Agriculture and Rural Development
170 Provision of animal and animal product isolation and quarantine
services
171 Fertilizer trading
172 Provision of fertilizer testing services
173 Trading in plant varieties and animal breeds
174 Trading in aquatic breeds

73
175 Provision of plant variety and animal breed testing services
176 Provision of aquatic breed testing services
177 Provision of experiment and testing services for bio-preparations,
microorganisms, chemicals and environmental treatment substances in
aquaculture and animal husbandry
178 Trading in genetically modified products
179 Provision of medical examination and treatment services
180 Provision of cosmetic surgery services
181 Pharmacy business
182 Cosmetics production
183 Trading in insecticidal and germicidal chemicals and preparations for
household and medical use
184 Trading in medical equipment and devices
185 Provision of intellectual property-related assessment services
(including assessment of copyright and related rights, industrial
property assessment and assessment of rights to plant varieties)
186 Provision of the service of performance of radiation jobs
187 Provision of atomic energy application support services
188 Provision of conformity assessment services
189 Provision of services of inspection, calibration and testing of
measuring devices and measurement standards
190 Provision of technology assessment, price appraisal and assessment
services
191 Provision of intellectual property rights representation services
(including industrial property representation services and
representation services of rights to plant varieties)
192 Provision of film distribution and dissemination services
193 Provision of antique assessment services
194 Provision of services of formulation of master plans, and construction
organization and supervision for, projects on preservation,
embellishment and restoration of relics

74
195 Provision of karaoke or discotheque services
196 Provision of travel services
197 Dealing in sports activities of sports enterprises and professional
sports clubs
198 Provision of art performance, fashion show, and beauty or model
contest organization services
199 Dealing in phonograms or video recordings of songs, dances and
dramas
200 Provision of accommodation services
201 Purchase and sale of national relics, antiques and treasures
202 Export of relics and antiques not under ownership of the State or
ownership of political organizations or socio-political organizations;
import of cultural goods subject to specialized management by the
Ministry of Culture, Sports and Tourism
203 Provision of museum services
204 Dealing in electronic games (except prize-winning electronic games
for foreigners and online prize-winning electronic games)
205 Provision of land survey and valuation consultancy services
206 Provision of land use master plan and plan formulation services
207 Provision of services of construction of information technology
technical infrastructure and development of software of land
information systems
208 Provision of land database development services
209 Provision of land valuation services
210 Provision of survey and mapping services
211 Provision of hydrometeorological forecasting and warning services
212 Provision of groundwater drilling and exploration services
213 Provision of services of exploiting and using water resources, and
discharging wastewater into water sources
214 Provision of services of baseline surveys and consultancy for
formulation of master plans, schemes and reports on water resources

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215 Provision of mineral exploration services
216 Mineral mining
217 Provision of hazardous waste transport and treatment services
218 Scrap import
219 Provision of environmental monitoring services
220 Business operations of commercial banks
221 Business operations of non-bank credit institutions
222 Business operations of cooperative banks, people’s credit funds and
microfinance institutions
223 Provision of intermediary payment services and payment services
without using customers’ payment accounts
224 Provision of credit information services
225 Business operations of, and provision of foreign exchange services by,
non-credit institutions
226 Gold trading
227 Banknote printing and coin minting

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