Chapter VI
IMPLEMENTATION
Section 1. TRANSITION CLAUSES
Article 59. Projects executed before effective date of the Law on Investment
1. Investments in such projects executed before effective date of the Law on Investment shall keep executing their projects in accordance with their Investment Licenses, Investment Incentive Certificates, Investment Certificates, and equivalent documents that were granted by competent authorities before the effective date of the Law on Investment.
2. Investment Licenses, Investment Incentive Certificates, Investment Certificates, and equivalent documents that were granted by competent authorities before the effective date of the Law on Investment have the same legal value as the Investment Registration Certificate.
3. The aforesaid investors are not required to obtain the Investment Registration Certificate or decision on investment guidelines for projects that have been executed or have their investment guidelines approved or permitted by competent authorities before the effective date of the Law on Investment.
Article 60. Enterprises operating under Investment Licenses or Investment Certificates (also Certificates of Business Registration)
1. Every enterprise operating under an Investment License may keep operating in accordance with such Investment License and its charter. With regard to regulations that are not specified on the Investment License and the enterprise’s charter, the enterprise shall follow the Law on Enterprises, the Law on Investment, and relevant regulations of law as follows:
a) Regulations applied to single-member limited liability companies also apply to any wholly foreign-owned enterprise owned by a single foreign investor;
b) Regulations applied to multi-member limited liability companies also apply to any joint-venture or wholly foreign-owned enterprise owned by more than one foreign investor;
c) Regulations applied to joint-stock companies also apply to foreign-invested joint-stock companies established under the Government's Decree No. 38/2003/ND-CP dated April 15, 2003 on conversion of foreign-invested companies into joint-stock companies.
2. Every enterprise operating under an Investment Certificate (also Certificate of Business Registration) may keep operating in accordance with such Investment Certificate (also Certificate of Business Registration) and its charter. With regard to regulations that are not specified on the Investment Certificate (also Certificate of Business Registration) and the enterprise’s charter, the enterprise shall follow the Law on Enterprises, the Law on Investment, and relevant regulations of law.
Article 61. Replacement of old documents with Investment Registration Certificates and Certificates of Enterprise Registration
1. Every investor whose project is granted an Investment License, Investment Incentive Certificate, Investment Certificate, or an equivalent document before the effective date of the Law on Investment may replace it with an Investment Registration Certificate as follows:
a) Each investor shall submit 01 set of application for issuance of the Investment Registration Certificate to the investment registration authority, which consists of a written request for the issuance of the Investment Registration Certificate and copies of the Investment License, Investment Incentive Certificate, Investment Certificate, or equivalent documents;
b) The investment registration authority shall issue the Investment Registration Certificate to the investor within 03 working days from the day on which the application specified in Point a of this Clause is received. The Investment Registration Certificate shall contain every information on the Investment License, Investment Incentive Certificate, Investment Certificate, or equivalent documents. The business registration information on the Investment License, Investment Incentive Certificate, Investment Certificate, or equivalent documents shall remain effective.
2. Every enterprise operating under an Investment License or Investment Certificate (also Certificate of Business Registration) or an equivalent document granted before the effective date of the Law on Investment may replace it with a Certificate of Enterprise Registration as follows:
a) The enterprise shall submit 01 set of application for issuance of the Certificate of Enterprise Registration to the business registration authority of the area where the enterprise’s headquarters is located, which consists of a written request for update or addition of information about enterprise registration, copies of the Investment License or Investment Registration Certificate (also Certificate of Business Registration) or an equivalent document, and copies of the Tax Registration Certificate;
b) The investment registration authority shall issue the Certificate of Enterprise Registration within 03 working days from the day on which the application specified in Point a of this Clause is received. The Certificate of Enterprise Registration shall contain every business registration information on the Investment License, Investment Certificate (also Certificate of Business Registration), or the equivalent document. The business registration information on the Investment License or Investment Certificate (also Certificate of Business Registration) or an equivalent document is annulled from the day on which the enterprise is granted the Certificate of Enterprise Registration; information about the project on the Investment License or Investment Certificate (also Certificate of Business Registration) or an equivalent document shall remain effective.
3. Any investor that wishes to replace his/her Investment License, Investment Certificate (also Certificate of Business Registration), or an equivalent document with the Certificate of Enterprise Registration shall follow these procedures:
a) Obtain the Certificate of Enterprise Registration as set out in Clause 2 of this Article;
b) Obtain the Investment Registration Certificate as set out in Clause 1 of this Article (the application for issuance of an Investment Registration Certificate consists of copies of the Certificate of Enterprise Registration granted in accordance with Clause 2 of this Article and documents specified in Point a Clause 1 of this Article)
4. The enterprise granted the Certificate of Enterprise Registration as set out in Clause 2 and Clause 3 of this Article inherits all rights and obligations written on the Investment License or Investment Certificate (also Certificate of Business Registration) or an equivalent document from the day on which the Certificate of Enterprise Registration is granted, which contains rights and obligations to the investment project; The investor specified in the Investment License or Investment Certificate (also Certificate of Business Registration) or an equivalent document have the same rights and obligations to the project as those of the enterprise’s partners or shareholders.
5. Branches and/or representative offices of an enterprise operating under Investment Licenses or Investment Certificates (also Certificates of Business Registration) or equivalent documents granted before the effective date of the Law on Investment may replace them with Certificates of Branch/Representative Office Registration as set out in the Law on Enterprises. Documentation and procedures for obtaining a Certificate of Branch/Representative Office Registration are the same as those specified in Clause 2 and Clause 3 of this Article.
6. Every enterprise shall update information about enterprise registration and is not required to replace the Investment License, Investment Certificate (also Certificate of Business Registration), or an equivalent document with a Certificate of Enterprise Registration when following procedures for enterprise dissolution, business suspension, notification of seal; establishment, change of operating contents, shutdown of a branch/representative office.
Article 62. Adjusting investment projects before the effective date of the Law on Investment
1. If adjustments to a project lead to changes in the Investment License, Investment Incentive Certificate, Investment Certificate, or an equivalent document granted before the effective date of the Law on Investment, the investor shall follow procedures to adjust the Investment Registration Certificate specified in Article 33 of this Decree at an investment registration authority to obtain the Investment Registration Certificate. The Investment Registration Certificate shall contain information about the adjusted project and all unchanged and effective information about the project on the Investment License, Investment Incentive Certificate, Investment Certificate, or equivalent documents.
2. If an Investment License, Investment Certificate, or an equivalent document specified in Clause 1 of this Article also contains business registration information, the investment registration authority shall issue an Investment Registration Certificate to the investor to replace information about the project on the Investment License, Investment Certificate (also Certificate of Business Registration) or another equivalent document as set out in Clause 1 of this Article. The business registration information on the Investment License, Investment Certificate (also Certificate of Business Registration) or another equivalent document shall remain effective.
3. With regard to a project that is not required to have a decision on investment guidelines as set out in regulations effective before the effective date of the Law on Investment and are required to have a decision on investment guidelines specified in the Law on Investment or this Decree, it is not mandatory to obtain a decision on investment guidelines or adjust the decision on investment when adjusting the project, except for the following cases:
a) The project’s expansion makes a decision on investment guidelines mandatory as set out in Article 30 and Article 31 of the Law on Investment;
b) Additional targets of the project are subject to issuance of a decision on investment guidelines as set out in Article 30 and Article 31 of the Law on Investment;
c) Additional content of the project include: request for land allocation or land lease by the State without bidding or tendering, receipt of transfer of right to use land or property on land; request for permission for land repurposing or use of technologies on the list of technologies restricted from transfer according to regulations of law on technology transfers.
4. In the cases mentioned in Point a through c Clause 3 of this Article, the investor shall follow procedures for adjusting eh decision on investment guidelines in accordance with Section 3 Chapter IV of this Decree. In such cases, the issuer of the decision on investment guidelines shall consider adjustments to the decision on investment guidelines.
5. In case of adjustments to a project that is required to have a decision on investment guidelines as set out in regulations effective before the effective date of the Law on Investment leads to changes in the decision on investment guidelines, the investor shall follow procedures for adjusting the decision on investment guidelines specified in this Decree.
Article 63. Changing business registration information on an Investment License or Investment Certificate (also Certificate of Business Registration)
1. An enterprise operating under an Investment License, Investment Certificate (also Certificate of Business Registration), or an equivalent document shall adjust business registration information at a business registration authority as follows:
a) Documentation and procedures for adjusting business registration information shall comply with regulations of law on enterprises;
b) The business registration authority shall issue a Certificate of Enterprise Registration to replace the business registration information on the Investment License, Investment Certificate (also Certificate of Business Registration), or the equivalent document;
c) The Certificate of Enterprise Registration shall contain adjusted enterprise registration information and other unchanged and effective enterprise registration information on the Investment License, Investment Certificate (also Certificate of Business Registration), or the equivalent document.
d) The business registration information on the Investment License or Investment Certificate (also Certificate of Business Registration) or an equivalent document is annulled from the day on which the enterprise is granted the Certificate of Enterprise Registration; information about the project on the Investment License or Investment Certificate (also Certificate of Business Registration) or an equivalent document shall remain effective;
dd) If the enterprise wishes to change business registration information because a foreign investor contributes capital or purchases shares/stakes as specified in Point a and Point b Clause 2 Article 46 of this Decree, the investor shall follow procedures for registration of capital contribution or purchase of shares/stakes specified in Point a and Point b Clause 3 Article 46 of this Decree before the enterprise follows procedures for issuance of the Certificate of Enterprise Registration;
e) After the Certificate of Enterprise Registration is granted, the enterprise shall keep performing all rights and obligations written on the Investment License or Investment Certificate (also Certificate of Business Registration) or the equivalent document.
2. In case of adjustment of both business registration information and information about the project, the enterprise shall follow procedures for adjusting business registration information at a business registration authority in order to obtain a Certificate of Enterprise Registration as set out in Clause 1 of this Article. After a Certificate of Enterprise Registration is granted, the enterprise shall adjust information about the project at an investment registration authority in order to obtain the Investment Registration Certificate as set out in Article 62 of this Decree.
3. In case of adjustment to information about registration of a branch or representative office of an enterprise operating under an Investment License or Investment Certificate (also Certificate of Business Registration) or an equivalent document granted before the effective date of the Law on Investment, the enterprise shall follow procedures for adjustment of the Certificate of Branch/Representative Office Registration as set out in Clause 1 and Clause 2 of this Article.
Article 64. Regulations applied to investors that have made commitments transfer their assets to Vietnam’s government without compensation
1. With regard to a project that has commitments to transfer its assets to Vietnam’s government or a Vietnam’s state-owned enterprise without compensation, the investor therein must not change the commitments to asset transfer without compensation unless permitted by a competent authority.
2. Assets transferred without compensation mentioned in Clause 1 of this Article shall be kept intact until they are transferred to the Vietnamese party or Vietnam’s government.
Article 65. Shutdown, restructuring, dissolution of enterprises operating under Investment Licenses or Investment Certificates (also Certificates of Business Registration)
1. An enterprise operating under an Investment License or Investment Certificate (also Certificate of Business Registration) shall follow procedures for suspension, shutdown, restructuring, or dissolution at a business registration authority.
2. Documentations and procedures for suspension, shutdown, restructuring, or dissolution of enterprises operating under Investment Licenses or Investment Certificates (also Certificates of Business Registration) shall comply with regulations of law on enterprises.
Section 2. IMPLEMENTATION CLAUSES
Article 66. Effect
1. This Decree comes into force from December 27, 2015 and replaces the Government's Decree No. 108/2006/ND-CP dated September 22, 2006.
2. The following documents are annulled:
a) List of areas eligible for corporate income tax incentives promulgated together with the Government's Decree No. 218/2013/ND-CP dated December 26, 2013;
b) List of business lines eligible for import duty incentives promulgated together with the Government's Decree No. 87/2010/ND-CP dated August 13, 2010;
c) Clause 4 Article 19 and “List of administrative divisions eligible for land rent incentives” in Clause 3 Article 19 of the Government's Decree No. 46/2014/ND-CP dated May 15, 2014.
3. If the Investment Registration Certificate is required while following administrative procedures but the project is not required to have an Investment Registration Certificate as set out in the Law on Investment, the investor is not required to submit the Investment Registration Certificate.
Article 67. Responsibility for implementation
1. The Ministry of Planning and Investment shall promulgate specific regulations on establishment, management, and operation of venture capital funds; provide instructions on transition in the cases not specified in Section 1 Chapter VI and other regulations of this Decree.
2. Ministers, Heads of ministerial agencies, Heads of Governmental agencies, Presidents of the People’s Committees of provinces shall provide guidance on the implementation of this Decree within the scope of their competence./.
Tìm kiếm
Nghị định 118/2015/NĐ-CP (Bản Word)
Nghị định 118/2015/NĐ-CP (Bản Pdf)