Chương IV Luật đầu tư 2005: Hình thức đầu tư

Chapter 4

FORMS OF INVESTMENT

Article 21 Forms of direct investment

[Investors shall be permitted to carry out the following forms of direct investment:]

1. To establish economic organizations in the form of one hundred (100) per cent capital of domestic investors or (100) per cent capital of foreign investors.

2. To establish joint venture economic organizations between domestic and foreign investors.

3. To invest in the contractual forms of: BCC ; BO; BTO; and BT.

4. To invest in business development.

5. To purchase shares or to contribute capital in order to participate in management of investment activities.

6. To invest in the carrying out of a merger and acquisition of an enterprise.

7. To carry out other forms of direct investment.

Article 22 Investments to enable establishment of economic organizations

1. Based on the forms of investment stipulated in article 21 of this Law, investors shall be permitted to make an investment to enable the establishment of the following economic organizations:

(a) Enterprises organized and operating in accordance with the Law on Enterprises;

(b) Credit institutions, insurance enterprises, investment funds and other financial organizations in accordance with various laws;

(c) Medical service, educational, scientific, cultural, sports and other services establishments which conduct investment activities for profit-making purposes;

(d) Other economic organizations in accordance with law.

2. In addition to the economic organizations stipulated in clause 1 of this article, domestic investors shall be permitted to make an investment to enable the establishment of co-operatives and co-operative groups organized and operating in accordance with the Law on Co-operatives; business households in accordance with law.

Article 23 Investment in accordance with contract

1. Investors shall be permitted to sign a BCC contract in order to co-operate in production and to share profits or to share products and other forms of business co-operation.

The contract shall set out the co-operating parties; the contents of the co-operation; the duration of business; the rights, obligations and responsibilities of each party; the co-operative relationship between the parties and the management organization as agreed by the parties.

A BCC contract in the sector of prospecting, exploration and mining of petroleum and some other natural resources and in the form of a production sharing contract shall be implemented in accordance with the provisions in this Law and other provisions of the relevant laws.

2. Investors shall be permitted to sign a BOT, BTO and BT contract with the competent State body in order to implement projects for new construction, expansion, modernization and operation of infrastructure projects in the sectors of traffic, electricity production and business, water supply or drainage, waste treatment and other sectors as stipulated by the Prime Minister of the Government.

The Government shall provide regulations on investment sectors; on the conditions, order, procedures and methods of implementation of investment projects; and on the rights and obligations of the parties implementing an investment project in the contractual form of BOT, BTO and BT.

Article 24 Investment in business development

Investors shall be permitted to invest in business development through the following forms:

1. Expanding scale, increasing output capacity and business capability.

2. Renovating technology, improving product quality and reducing environmental pollution.

Article 25 Capital contribution, purchase of shareholding, merger and acquisition

1. Investors shall be permitted to contribute capital to and to purchase shareholding in companies and branches operating in Vietnam.

The ratio of capital contribution and purchase of shareholding by foreign investors in a number of sectors, industries and trades shall be regulated by the Government.

2. Investors shall be permitted to merge and to acquire companies and branches.

The conditions for merger and acquisition of companies and branches shall be regulated by this Law, the law on competition and other provisions of the relevant laws.

Article 26 Indirect investment

1. Investors shall be permitted to carry out the following forms of indirect investment in Vietnam:

(a) Purchase of shareholding, shares, bonds and other valuable papers;

(b) Through securities investment funds;

(c) Through other intermediary financial institutions.

2. Any investment by way of purchase or sale of shares, share certificates, bonds and other valuable papers of individuals and organizations and procedures for conducting indirect investment activities shall be implemented in accordance with the law on securities and other provisions of the relevant laws.