Chapter II
FORMS OF INVESTMENT
Article 5.- Forms of investment
Investors shall carry out investment activities in Vietnam in the forms of investment provided in Articles 21, 22, 23, 24, 25 and 26 of the Investment Law and the provisions of this Decree.
Article 6.- Establishment of economic organizations and execution of investment projects
1. Domestic investors that have an investment project associated with the establishment of an economic organization shall carry out procedures for business registration in accordance with the Enterprise Law and relevant laws and shall carry out investment procedures in accordance with the Investment Law and this Decree.
2. Foreign investors investing in Vietnam for the first time must have an investment project and shall carry out investment procedures in order to be granted an investment certificate under the provisions of the Investment Law and this Decree. The investment certificate is concurrently the business registration certificate.
3. For foreign investors that have been granted an investment certificate in Vietnam:
a/ If they have a new investment project but do not establish a new economic organization, they shall carry out investment procedures so as to be granted an investment certificate under the provisions of the Investment Law and this Decree;
b/ If they have a new investment project associated with the establishment of a new economic organization, they shall carry out investment procedures under the provisions of Clause 2 of this Article.
Article 7.- Establishment of economic organizations with 100% capital of investors
1. Domestic investors and foreign investors may invest in the form of 100% of their own capital to establish limited liability companies, joint-stock companies, partnerships or private enterprises under the provisions of the Enterprise Law and relevant laws.
2. Enterprises with 100% foreign investment capital which have been established in Vietnam may cooperate with one another and with foreign investors to establish new enterprises with 100% foreign investment capital.
3. An enterprise with 100% foreign investment capital shall have the legal person status under Vietnamese law, be established and operate from the date of grant of the investment certificate.
Article 8.- Establishment of joint-venture economic organizations between domestic and foreign investors
1. Foreign investors may enter into joint ventures with domestic investors to establish limited liability companies with two or more members, joint-stock companies or partnerships under the provisions of the Enterprise Law and relevant laws.
2. An enterprise established under the provisions of Clause 1 of this Article may enter into a joint venture with domestic investors and foreign investors to invest in the establishment of a new economic organization under the provisions of the Enterprise Law and relevant laws.
3. An enterprise investing in the form of a joint venture shall have the legal person status under Vietnamese law, be established and operate from the date of grant of the investment certificate.
Article 9.- Investment in the form of business cooperation contract
1. In the case of investment in the form of business cooperation contract between one or more foreign investors and one or more domestic investors (hereinafter referred to as business cooperation parties for short), the business cooperation contract must stipulate the interests and responsibilities of, and the sharing of business results to, each business cooperation party.
2. Business cooperation contracts in the domain of prospecting, exploration for and exploitation of oil and gas and some other natural resources in the form of product sharing contract must comply with the provisions of relevant laws and the Investment Law.
3. A business cooperation contract signed between domestic investors for investment and business purposes must comply with the provisions of law on economic contracts and relevant laws.
4. In the process of investment and business, the business cooperation parties may agree to establish a coordination board for the performance of the business cooperation contract. The functions, tasks and powers of the coordination board shall be as agreed by the business cooperation parties. The coordination board is not a leadership body of the business cooperation parties.
5. A foreign business cooperation party may set up an executive office in Vietnam to act as its representative in the performance of the business cooperation contract.
The executive office of a foreign business cooperation party shall have a seal; may open accounts, recruit employees, sign contracts and conduct business activities within the scope of its rights and obligations defined in the investment certificate and the business cooperation contract.
Article 10.- Investment in the form of contribution of capital to, purchase of shares from, merger with or acquisition of enterprises
1. Investors are entitled to contribute capital to, purchase shares from, merge with or acquire enterprises in order to participate in management of investment activities under the provisions of the Enterprise Law and relevant laws. Merging or acquiring enterprises shall take over the rights and obligations of merged or acquired enterprises, unless otherwise agreed by the parties.
2. When an investor contributes capital to, purchases shares from, merges with or acquires an enterprise in Vietnam, the investor shall comply with the provisions of treaties to which Vietnam is a contracting party on the ratio of capital contribution, forms of investment and the market opening roadmap; shall observe the provisions of the competition law and enterprise law on conditions for economic concentration; and shall meet investment conditions, if the investment project is in a conditional investment domain.
Tìm kiếm
Nghị định 108/2006/NĐ-CP (Bản Word)