Chương 2 Luật Đầu tư nước ngoài tại Việt Nam 1987: Hình thức đầu tư

Chapter II

FORMS OF INVESMENT

Article 4

Foreign organizations and individuals may invest in any of the following forms:

1. Contractual business co-operation.

2. Joint venture enterprise or corporation, generally called joint venture enterprise.

3. An enterprise with one hundred (100) per cent foreign owned capital.

Article 5

Any two or more parties may, pursuant to a business co-operation contract, enter into production sharing or other co-operation.

The two sides shall agree upon, and expressly state in the business co-operation contract, the objects and nature of the business, their respective rights, obligations and responsibilities, and the relationship between them.

Article 6

Any two or more parties may co-operate in the establishment of a joint venture enterprise. This enterprise may co-operate with foreign organizations and individuals for the establishment of a new joint venture enterprise in Vietnam.

Each joint venture enterprise shall be a legal entity which is subject to the laws of Vietnam.

Article 7

The foreign party to a joint venture enterprise may make its contribution to prescribed capital in:

1. Foreign currency.

2. Plant, buildings, equipment, machinery, tools, components, and spare parts.

3. Patents, technical know-how, technological processes, and technical services.

The Vietnamese party to a joint venture enterprise may make its contribution to prescribed capital in:

1. Vietnamese currency or foreign currency.

2. Natural resources as stipulated by the Government of Vietnam.

3. Building materials, fixtures, and furnishings.

4. The value of the right to use land, water and sea surface in accordance with regulations stipulated by the Government of Vietnam.

5. Plant, other building structures, equipment, machinery, tools, components and spare parts.

6. Supervision of construction and commissioning of plant, patents, technical know-how, technological processes and technical services.

The parties may agree to contribute to prescribed capital in forms other than those described above.

Article 8

There shall be no ceiling to the proportion of contribution made by Article 1 foreign party to the prescribed capital of a joint venture enterprise. The minimum proportion of contribution shall be thirty (30) per cent of the total prescribed capital contributed by the two sides. In the case of a multi-party joint venture enterprise, the minimum proportion of capital contribution to be made by each Vietnamese party shall be determined by the Government. The value of the capital contribution made by each party shall be assessed on the basis of international market prices and expressed in the charter of the joint venture enterprise in either Vietnamese or other currency as is agreed upon. In respect of important economic stablishments determined by the Government, the parties shall agree gradually to increase the proportion of the Vietnamese party's contribution to the prescribed capital of the joint venture enterprise.

Article 9

All assets of the joint venture enterprise shall be insured by Article 1 Vietnamese insurance company or other insurance company as agreed upon by both parties.

Article 10

The parties shall share the profits and bear the risks associated witha joint venture enterprise in accordance with the proportions of their respective contributions to its capital.

Article 11

In order to maintain foreign currency balance in a joint venture enterprise the parties shall agree upon the proportions of products to be allocated respectively for the purposes of export from and sale in Vietnam. All foreign currency earned from exports and other sources shall, at least, be sufficient to meet all foreign currency requirements of the joint venture enterprise so as to ensure its normal operation and to protect the interests of the foreign party.

Article 12

The body in charge of a joint venture enterprise shall be the board of management. Each party to a joint venture enterprise shall appoint members to the board of management in proportion to its contribution to the prescribed capital of the enterprise. In the case of a joint venture with two sides, each side shall have at least two members appointed to the board.In the case of a multi-party joint venture, each party shall have at least one member on the board. If, in a joint venture enterprise, there is one Vietnamese party and more than one foreign party, or one foreign party and more than one Vietnamese party, then each of the two sides shall have at least two members appointed to the board.

The chairman of the board of management shall be appointed in accordance with the agreement of the parties.

The general director and deputy general directors shall be appointed by the board of management to conduct the day-to-day business of the joint venture enterprise and shall be responsible to it for the operation of the joint venture enterprise. Either the general director or the first deputy general director of the board of management shall be a Vietnamese citizen.

Article 13

All principal matters which relate to the organization and operation of the joint venture, namely its business objectives, business planning, and key personnel, shall be determined by a unanimous decision of the board of management.

Article 14

Foreign organizations and individuals may establish in Vietnam enterprises with one hundred (100) per cent foreign owned capital, in which case they shall assume full responsibility for management of the enterprise, be subject to the control of the State body in charge of foreign investment, and be entitled to enjoy the rights and be liable to carry out all obligations stated in the investment license.

Each enterprise with one hundred (100) per cent foreign owned capital shall be a legal entity which is subject to the laws of Vietnam. In accordance with the decision made by the Government and on the basis of agreements with the owners of the enterprises, Vietnamese business enterprises shall be permitted to purchase part by part the capital of enterprises in important economic sectors.

Article 15

The duration of an enterprise with foreign owned capital shall be determined by the Government in respect of each project but shall not exceed 50 years.

Based on regulations made by the Standing Committee of the National Assembly, the Government may determine a longer duration in respect of each project but the maximum duration shall not exceed seventy (70) years.

Article 16

Vietnamese citizens shall be given priority in the recruitment of personnel for an enterprise with foreign owned capital.

Where advanced technical qualifications are required and Vietnamese persons having those qualifications are not available, the enterprise may recruit foreign personnel.

The rights and obligations of the Vietnamese employees working in an enterprise with foreign owned capital shall be provided for in labour contracts.

The salaries and allowances of Vietnamese employees shall be paid from the bank account of the joint venture enterprise in Vietnamese or foreign currency.

Article 17

An enterprise with foreign owned capital may open its bank accounts in both Vietnamese currency and foreign currency at Vietnamese banks, joint venture banks or foreign bank branches established in Vietnam.

In special cases an enterprise with foreign owned capital may open Article 1 loan account at a bank located in a foreign country subject to an approval given by the State Bank of Vietnam.

Article 18

An enterprise with foreign owned capital shall keep its books of account in accordance with conventional international principles and standards approved by the Ministry of Finance of the Socialist Republic of Vietnam and shall be subject to audit under the supervision and control of the financial bodies of Vietnam.

Article 19

The establishment, transfer of capital, and dissolution of an enterprise with foreign owned capital shall take place in accordance with its charter and in compliance with Vietnamese laws.

An enterprise with foreign owned capital shall have the status of Article 1 legal entity from the date of registration of its charter by the State body in charge of foreign investment.

Article 19a

Foreign organizations and individuals may invest in Export Processing Zones in Vietnam in any of the forms provided for in article 4 of this Law.

Vietnamese business enterprises from any economic sector shall be permitted to co-operate with foreign organizations and individuals to invest in Export Processing Zones in Vietnam in any of the forms provided for in clause 1 and clause 2 of article 4 of this Law and to establish enterprises wholly owned by them.

The transfer of goods between business enterprises in the Vietnamese market and Export Processing Enterprises shall be regarded as export-import business and shall be regulated in accordance with the regulations of export-import law.

The Government shall promulgate regulations on Export Processing Zones and Export Processing Enterprises.

Article 19b

Foreign organizations and individuals investing in Vietnam for the construction of infrastructure projects may sign Build-Operate-Transfer Contracts with authorized state bodies of Vietnam. The foreign organizations and individuals shall be entitled to enjoy the rights and shall carry out the obligations stated in the contracts.

The Government shall make detailed regulations on investment in the form of Build-Operate-Transfer Contracts.