Chương 6 Nghị định 108/2006/NĐ-CP: Quy định về triển khai dự án đầu tư và tổ chức kinh doanh

Chapter VI

PROVISIONS ON EXECUTION OF INVESTMENT PROJECTS AND ORGANIZATION OF BUSINESS ACTIVITIES

Article 62.- Execution of investment projects

Investors shall execute investment projects according to the committed objectives, contents and schedules and the provisions of their investment certificates. While executing investment projects, they shall observe the provisions of law on land, environment, labor, business registration and investment registration, and relevant laws.

Article 63.- Execution of investment projects associated with construction

When executing an investment project involving the construction of works, the investor shall comply with the provisions of law on construction management.

Article 64.- Hire of management

1. Investors may hire organizations or individuals to manage investment and business activities to meet the investors operation requirements.

2. The hiring of a management organization or individual shall be effected under a contract signed between the investor and that organization or individual.

The rights and obligations of the investor and the management organization or individual shall be defined in the contract.

Management charges shall be as agreed between the parties in the management contract and shall be accounted as management expenses of the enterprise. 

3. The hiring of an organization or individual to provide management services must comply with the provisions of treaties to which Vietnam is a contracting party. 

4. Organizations or individuals providing management services shall pay taxes and perform financial obligations in accordance with the taxation law and relevant laws.

Article 65.- Transfer of capital

1. An economic organization is entitled to transfer its capital in the enterprise and carry out procedures of registration of members or shareholders in the register of members or shareholders in accordance with the enterprise law and relevant laws.

A foreign-invested enterprise, when transferring its capital, shall notify the investment certificate-granting agency thereof for adjusting its investment certificate.

2. Conditions for the transfer of capital:

a/ Assurance of requirements provided for in the Enterprise Law, this Decree and relevant laws;

b/ Assurance of ratios and conditions provided for in treaties to which Vietnam is a contracting party;

c/ The transfer of capital being land use right value must comply with the provisions of law on land and relevant laws.

Article 66.- Transfer of projects

1. An investor is entitled to transfer a project that the investor is executing to another investor. Conditions for transfer of a project shall be as stipulated in Clause 2, Article 65 of this Decree.

2. When the transfer of a project of an economic organization is not associated with the termination of operation of the transferring economic organization, the transfer of the project must comply with the conditions and procedures for capital transfer defined in Article 65 of this Decree.

3. When the transfer of a project is associated with the termination of investment and business operations of the transferring economic organization, the transfer of the project must comply with the conditions and procedures for merger or acquisition of enterprises defined in Article 56 of this Decree.

4. When the transfer of an investment project is associated with the termination of operation of the transferring economic organization and the transferee establishes an economic organization to continue executing the investment project, the transfer of the project must be conducted according to investment procedures defined in this Decree.

5. A dossier of transfer of an investment project comprises: written registration of the project transfer; project transfer contract; document on the legal status of the transferee; and report on the execution of the project.

6. Within 10 working days after the date of receipt of a complete and valid dossier, the investment certificate-granting agency shall grant a new investment certificate (if an investment certificate has not yet been granted) or adjust the granted investment certificate.

Article 67.- Temporary cessation or extension of execution of investment projects

1. When an investor temporarily ceases or extends the execution of an investment project, resulting in a change in the committed project execution schedule, at least 15 working days before the date of such temporary cessation or extension, the investor shall notify the investment state management agency of the reason for and the duration of temporary cessation or extension of the project execution.

2. When the investment certificate-granting agency does not approve the temporary cessation or extension of the project execution, within 15 working days after the date of receipt of the investors notice, it shall issue a written reply to the investor.

Upon resumption of operation, the investor must notify in writing the state management agency in charge of investment thereof.

Article 68.- Termination of operation of investment projects

1. The termination of operation of an investment project shall be as stipulated in Article 65 of the Investment Law.

2. The investment certificate-granting agency is entitled to decide on the termination of operation of a project in the following cases:

a/ The project has been granted an investment certificate but at the expiration of a period of 12 months the investor fails to commence executing the project or the project is executed over 12 months behind its execution schedule indicated in the investment certificate, except for permitted temporary cessation or extension of the project execution stipulated in Article 67 of this Decree;

b/ Serious violations of law that are subject to operation termination in accordance with law.

3. When, under a court judgment or ruling or an arbitral award, the operation of a project must be terminated due to serious violations of law, the investment certificate-granting agency shall decide to terminate the projects operation as determined in the court judgment or ruling or the arbitral award.

4. The decision on termination of an investment project shall be sent to the investor concerned and preserved at the investment certificate-granting agency.

Pursuant to the decision on termination of the investment project, the investment certificate-granting agency shall revoke the investment certificate and notify related agencies thereof.

Article 69.- Liquidation of investment projects

1. If, during the process of investment activities, the investment project is terminated under the conditions defined in Clauses 1, 2 and 3, Article 65 of Investment Law, the investor shall notify the investment certificate-granting agency thereof, carry out procedures for liquidation of the investment project, and return the investment certificate.

2. Procedures for liquidation of an investment project are as follows:

a/ When the liquidation of an investment project is not associated with the dissolution of the economic organization, the liquidation shall be conducted in accordance with the law on liquidation of assets or contracts;

b/ When the liquidation of an investment project is associated with the dissolution of the economic organization, the investor shall carry out the procedures for the dissolution of the economic organization in accordance with the enterprise law and relevant laws.

3. The time limit for liquidation of an investment project must not exceed 6 months counting from the date of decision on the termination of operation of the investment project. If permitted by a competent state agency, the time limit for liquidation of an investment project may be extended but it must not exceed 12 months.

At the end of the liquidation, the investor shall notify the investment certificate-granting agency thereof and return the granted investment certificate.

4. When an investment project cannot be liquidated within the time limit defined in Clause 3 of this Article because of a dispute among investors in the economic organization concerned, the dispute shall be brought to a court or an arbitration for settlement according to the provisions of law.

5. If, during the liquidation of an investment project, the economic organization cannot pay its debts, the liquidation shall terminate and be handled in accordance with the bankruptcy law.

Article 70.- Bonded warehouses

1. In export processing zones or industrial parks, economic organizations producing exports may set up bonded warehouses to serve export and import activities. Goods delivered into bonded warehouses are not liable to import duty.

The setting up of and conditions for setting up a bonded warehouse shall be as stipulated in the Governments Decree No. 154/2005/ND-CP of December 15, 2005, detailing a number of articles of the Customs Law on customs procedures, inspection and supervision.

2. Goods delivered into bonded warehouses may not be sold in the Vietnamese market. For those goods that are not subject to import ban or temporary import cessation, if selling them in the Vietnamese market, the investor shall carry out import procedures at the customs office, pay import duties and perform other financial obligations in accordance with law.

3. If goods delivered into bonded warehouses are damaged or deteriorated in quality and fail to meet production requirements, they must be re-exported or destroyed. Their destruction must comply with the provisions of law on customs, taxation and environment.

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