Chapter IV
RIGHTS AND OBLIGATIONS OF FOREIGN INVESTORS AND ENTERPRISES WITH FOREIGN INVESTED CAPITAL
Article 25.- Enterprises with foreign invested capital and the parties to a business cooperation contract may recruit labor to meet their business requirements and must give priority to the recruitment of Vietnamese citizens; foreigners may be recruited only for jobs requiring technical and managerial expertise that Vietnam has not been up for but Vietnamese labor must be trained for the replacement.
The rights and obligations of laborers working in enterprises with foreign invested capital shall be guaranteed by the labor contracts, the collective labor agreements and the provisions of labor legislation.
Article 26.- The employers, the Vietnamese laborers and foreign laborers must abide by the provisions of labor legislation and other related laws; must respect each other's dignity, honor and customs.
Article 27.- Enterprises with foreign invested capital must respect the right of Vietnamese laborers to participate in a political and/or politico-social organization as prescribed by Vietnamese law.
Article 28.- Enterprises with foreign invested capital and foreign parties to business cooperation contracts shall have their assets and civil liability insured by Vietnamese insurance companies or other insurance companies permitted to operate in Vietnam.
Article 29.- The transfer of foreign technology into Vietnam under foreign investment projects shall be carried out in the form of capital contribution with the value of technologies or contractual purchase of technologies in accordance with legislation on technology transfer.
The Government of Vietnam shall encourage fast transfer of technologies, especially advanced technologies.
Article 30.- Enterprises with foreign invested capital and parties to business cooperation contracts must, upon the completion of the capital construction for the establishment of enterprises, accept after test operation the constructed projects and settle their expenditures with the certification by a quality control organization.
Enterprises with foreign invested capital and parties to business cooperation contracts shall organize bidding in accordance with legislation on bidding.
Article 31.- Enterprises with foreign invested capital and parties to a business cooperation contract shall enjoy business autonomy in accordance with the objectives stated in the Investment License; may import equipment, machinery, supplies and means of transport; may conduct direct or indirect export and marketing of their products for the implementation of the investment project in accordance with the provisions of law.
Enterprises with foreign invested capital and parties to business cooperation contracts must give priority to purchasing, under the same technical and trading conditions, equipment, machinery, supplies and means of transport in Vietnam.
Article 32.- An enterprise with foreign invested capital may open its branch(es) outside the province or the city directly under the Central Government where it has its head office so as to perform its business activities within the scope and objectives defined in the Investment License and must have the approval of the People's Committee of the province or the city directly under the Central Government where the branch is to open.
Article 33.- Enterprises with foreign invested capital and parties to business cooperation contracts shall ensure by themselves foreign currencies needed for their activities.
The Government of Vietnam undertakes to support the balance of foreign currencies for the construction of infrastructure projects, the manufacture of essential import substitutes and for a number of other important projects.
Article 34.- The parties to a joint venture enterprise shall be entitled to transfer the value of their capital contribution therein, but priority must be given to the other parties to the joint venture enterprise. In case where the transfer is effected to enterprises outside the joint venture the transfer conditions must not be more favorable than the conditions set for the parties to the joint venture enterprise. The transfer must be approved by all the parties to the joint venture enterprise.
These provisions shall also apply to the transfer of the rights and obligations of the parties to a business cooperation contract.
Enterprises with 100% foreign invested capital shall be entitled to transfer their capital but priority must be given to the transfer to Vietnamese enterprises.
The transfer of capital shall be effective only after the agency performing State management over foreign investment approves the capital transfer contract.
In cases where the capital transfer bears profits the transferor shall pay income tax representing 25% of the profits earned therefrom; if the capital is transferred to Vietnamese enterprises, the tax shall be reduced or exempted.
Article 35.- Enterprises with foreign invested capital shall open accounts in the Vietnamese currency and a foreign currency at a Vietnamese bank, a joint venture bank or a Vietnam-based branch of a foreign bank.
In special cases approved by the State Bank of Vietnam, an enterprise with foreign invested capital may open accounts for their loans at a bank abroad.
Article 36.- The conversion between the Vietnamese currency and the foreign currency(ies) shall be effected at the official exchange rate announced by the State Bank of Vietnam at the time of the conversion.
Article 37.- Enterprises with foreign invested capital and foreign parties to business cooperation contracts shall apply the accounting regime of Vietnam. In cases where there is the need to apply another common accounting regime, the approval of the Ministry of Finance is required.
The regime of amortizing the fixed assets of enterprises with foreign invested capital and foreign parties to business cooperation contracts shall be implemented under the provisions of the Government.
The annual financial statements of enterprises with foreign invested capital and foreign parties to business cooperation contracts shall be audited by an independent Vietnamese audit company or another independent audit company permitted to operate in Vietnam in accordance with legislation on audit. The annual financial statements must be sent to the financial agency and the agency performing the State management over foreign investment.
Article 38.- Enterprises with foreign invested capital and foreign parties to business cooperation contracts shall have to pay a profit tax of 25% of the earned profits; in cases where investment needs to be encouraged, the profit tax shall be 20% of the earned profits; in cases where many criteria for the encouragement of investment are satisfied, the profit tax shall be 15% of the earned profits; in cases where investment needs to be specially encouraged the profit tax shall be 10% of the earned profits.
With regard to oil and gas and a number of other rare and precious natural resources the profit tax shall conform to the Law on Oil and Gas and other relevant laws.
Article 39.- Depending on the investment domain and location defined in Article 3 of this Law, enterprises with foreign invested capital and foreign parties to business cooperation contracts may be exempted from profit tax for a maximum period of 2 years from the time their business become profitable and may enjoy a 50% reduction of the profit tax for a maximum period of 2 subsequent years.
If enterprises with foreign invested capital and foreign parties to a business cooperation contracts carry out projects which satisfy many criteria for investment to be encouraged, they shall be exempted from profit tax for a maximum period of 4 years from the time their business become profitable and may enjoy a 50% reduction of the profit tax for a maximum period of 4 subsequent years.
In cases where investment needs to be specially encouraged, the maximum period of exemption from the profit tax shall be 8 years.
Article 40.- During the course of its operation, a joint venture enterprise may carry forward its loss of any tax year to the following year and such loss shall be made up by the profits of up to a maximum of 5 following years.
Article 41.- After paying the profit tax, a joint venture enterprise shall appropriate 5% of the remaining profits to set up a reserve fund. The reserve fund shall be limited to 10% of the prescribed capital of the enterprise. The percentage of the profits earmarked for setting up the welfare fund and other funds shall be agreed upon by the parties and written in the Statute of the enterprise.
Article 42.- In case of reinvestment in projects in which investment is encouraged, part or the whole of the profit tax already paid on the reinvested profit shall be refunded. The Government shall determine the tax refund rates depending on the reinvestment domain, location, form and duration.
Article 43.- Upon remitting his/her profit abroad a foreign investor shall have to pay a tax of 5%, 7% and 10% of the remitted profit, depending on the capital contribution by the foreign investor to the prescribed capital of the enterprise with foreign invested capital or the capital for performing the business cooperation contract.
Article 44.- Vietnamese who reside abroad and invest in Vietnam in accordance with this Law shall enjoy a 20% reduction of the profit tax on the projects of the same kind, except in cases where they are entitled to a profit tax of 10% and a tax of 5% of the profit remitted abroad.
Article 45.- Basing itself on the provisions of the Government, the agency performing State management over foreign investment shall decide the profit tax rates, the periods of exemption from, and reduction of, profit tax and the rates of the tax on profit remitted abroad in accordance with Articles 38, 39, 43 and 44 of this Law. The tax rates and the tax exemption and reduction periods shall be written in the Investment License.
During the implementation of an investment project, if there is any change in the investment conditions, the tax exemption and reduction for enterprises with foreign invested capital and foreign parties to business cooperation contracts shall be decided by the Ministry of Finance.
Article 46.- Enterprises with foreign invested capital and foreign parties to business cooperation contracts that use land, water or sea surface must pay a rent; in cases where natural resources are exploited a resource tax must be paid as prescribed by law.
The Government shall stipulate the exemption from, or reduction of, the rent of the land, water or sea surface for Build-Operate-Transfer, Build-Transfer-Operate and Build-Transfer projects; investment projects in mountainous, deep-lying, remote areas or areas with difficult socio-economic conditions.
Article 47.- The import and export duties imposed on the goods imported and exported by enterprises with foreign invested capital and parties to business cooperation contracts shall comply with the Law on Import and Export Duties.
The equipment, machinery, specialized means of transport as part of a technological chain imported into Vietnam to create the fixed assets of enterprises with foreign invested capital or to create the fixed assets for the performance of business cooperation contracts or to expand an investment project and the means of transport imported for the transportation of workers shall be exempted from import duties.
The Government shall stipulate the exemption from, and reduction of. import and export duties on other special commodities which receive special encouragement for investment.
Article 48.- Export processing enterprises shall be exempted from import and export duties on the goods exported abroad from the Export Processing Zones and imported from abroad into the Export Processing Zones.
Export processing enterprises and enterprises with foreign invested capital in an Industrial Zone(s) shall enjoy preferential taxation in cases where investment needs to be encouraged or specially encouraged in accordance with the provisions in Articles 38, 39,43 and 44 of this Law. The Government shall detail the preferential tax rates for each type of export processing enterprises and enterprises with foreign invested capital in the Industrial Zones.
Article 49.- In addition to the taxes defined in this Law, enterprises with foreign invested capital and foreign parties to business cooperation contracts must pay other taxes as prescribed by law.
Article 50.- The foreigners and the Vietnamese people working for the enterprises with foreign invested capital or for parties to business cooperation contracts must pay income tax as prescribed by law.
Article 51.- Enterprises with foreign invested capital and foreign parties to business cooperation contracts shall have to abide by the provisions of legislation on environmental protection.
Article 52.- Enterprises with foreign invested capital and business cooperation contracts shall terminate operation in the following cases:
1. On expiry of the operational duration written in the Investment License;
2. At the request of one or more than one party and approved by the agency performing the State management over foreign investment;
3. Upon a decision by the agency performing the State management over foreign investment due to a serious violation of law and the terms of the Investment License;
4. They are declared bankrupt;
5. In other cases as prescribed by law.
Article 53.-
1. Upon termination of operation in one of the cases defined in Points 1, 2, 3 and 5, Article 52 of this Law, enterprises with foreign invested capital and parties to business cooperation contracts must liquidate the assets of the enterprises or liquidate the contracts and fulfill the obligations as prescribed by law.
2. Enterprises with foreign invested capital which are declared bankrupt shall be dealt with in accordance with legislation on bankruptcy of enterprises.
Tìm kiếm
Luật Đầu tư nước ngoài tại Việt Nam 1996 (Bản Word)