Chương 4 Nghị định 18-CP: Xí nghiệp 100% vốn nước ngoài

Chapter IV

ENTERPRISES WITH ONE HUNDRED (100) PER CENT FOREIGN OWNED CAPITAL

Article 43

An enterprise with one hundred (100) per cent foreign owned capital is one which is established and owned by a foreign organization or individual in Vietnam, and which is fully responsible for its own management and business results.

Article 44

An enterprise with one hundred (100) per cent foreign owned capital shall be established as a limited liability company and shall be a Vietnamese legal entity.

An enterprise with one hundred (100) per cent foreign owned capital shall be established after the State Committee for Co-operation and Investment issues an investment license and certificate of registration of the charter of the enterprise.

Article 45

The duration of an enterprise with one hundred (100) per cent foreign owned capital shall be determined in the same manner as that provided for a joint venture enterprise in article 35 of this Decree.

Article 46

An application for an investment license shall be signed by a fully authorized representative of the enterprise and shall be submitted to the State Committee for Co-operation and Investment with the following documents:

1. The charter of the enterprise.

2. All necessary information relating to the legal capacity and the financial standing of the foreign investor.

3. A feasibility study.

Article 47

The State Committee for Co-operation and Investment shall determine those projects which are of economic importance and shall provide guidance for the foreign investor to state in the application for investment that it will consent to a Vietnamese enterprise, on the basis of agreement, purchasing a share of the capital of the enterprise so as to have the result of converting it into a joint venture enterprise. The principles, the proportion and the timing of any assignment shall be stated clearly in the application for investment.

The prescribed capital shall constitute at least thirty (30) per cent of the invested capital of the enterprise. In special cases, the proportion of the prescribed capital to the invested capital may be less than thirty (30) per cent, provided that it is approved by the State Committee for Co-operation and Investment.

A one hundred (100) per cent foreign owned enterprise shall be prohibited from reducing its prescribed capital during its period of operation. Any increase in the prescribed capital or the invested capital shall be decided by the enterprise and shall be subject to the approval of the State Committee for Co-operation and Investment.

Article 48

The charter of an enterprise with one hundred (100) per cent foreign owned capital shall include the following principal matters:

1. The nationality, address, and authorized representative of the foreign investor.

2. The name of the enterprise, its address and its activities.

3. The invested capital, the prescribed capital, the timetable for capital contribution and any construction project.

4. The representatives of the enterprise before the law courts, arbitration and State bodies of Vietnam.

5. The principles governing financial matters, accounting standards, and statistics, and the insurance of the assets of the enterprise.

6. The duration of the enterprise, termination and dissolution.

7. Labour relations in the enterprise.

8. Training plans for executives, technical and business persons and employees.

9. The procedure for amending the charter of the enterprise.

Article 49

The issue of an investment license to an enterprise with one hundred (100) per cent foreign owned capital shall take place in accordance with the same procedure as that provided for a joint venture enterprise in article 23 of Chapter III of this Decree.

An enterprise with one hundred (100) per cent foreign owned capital shall, within thirty (30) days from the date of issue of its investment license, cause to be published in a central or local newspaper the contents of the investment license including the following:

- The name and address of the foreign investors;

- The name, address and business activities of the enterprise;

- The invested capital and the prescribed capital of the enterprise;

- The representative of the enterprise before the law courts, arbitration and State bodies of Vietnam;

- The duration of the operation of the enterprise and the date of issue of its investment license.

Article 50

Each amendment to the charter of an enterprise with one hundred (100) per cent foreign owned capital shall not take effect until it is approved by the State Committee for Co-operation and Investment.

Article 51

A non-resident owner of an enterprise shall appoint, in writing, a duly authorized representative who shall reside in Vietnam, and who shall register with the State Committee for Co-operation and Investment.

Article 52

In the event that the activities of the enterprise breach the law or deviate from the objectives and responsibilities as stated in the charter of the enterprise and investment license, the State Committee for Co-operation and Investment shall have the power to issue a decision which either temporarily suspends its operation or which dissolves it prior to the expire of the duration of its operation.

Article 53

1. Any decision in relation to the liquidation of an enterprise with one hundred (100) per cent foreign owned capital shall be made by the enterprise. The duration of the liquidation of the enterprise shall not exceed six months after the date of th e expire of the license or after the date on which a decision to dissolve the enterprise prior to its expire is made. When necessary, this period may be extended provided that the total period shall not exceed one year.

2. All expenses incurred in the process of liquidation of an enterprise shall be met by the enterprise, and payment of these expenses shall take priority over the payment of all other liabilities.

3. All other liabilities shall be paid in accordance with the following order of priority:

- Salaries and labour insurance premiums due by the enterprise to, or in respect of, employees;

- Taxes and imposts in the nature of tax which the enterprise is liable to pay to the State of Vietnam;

- Loans (including interest);

- Other liabilities.

4. The enterprise has the responsibility, no later than two months after the conclusion of the liquidation, to return the original investment license and seal, and submit a liquidation report to the State Committee for Co-operation and Investment.