Chương 1 Nghị định 194/2013/NĐ-CP: Những quy định chung

Chapter 1.

GENERAL PROVISIONS

Article 1. Scope of regulation

This Decree prescribes:

1. The re-registration, transformation of foreign-invested enterprises which have been granted investment licenses before July 01, 2006.

2. The renewal of investment licenses or business licenses of investment projects in the form of business cooperation contract which have been granted before July 01, 2006.

3. Rights and obligations of foreign-invested enterprises which are granted investment licenses before July 01, 2006 and already re-registered or not yet re-registered, parties to business cooperation contracts which have not yet change investment licenses or business licenses in accordance with provisions of Law on enterprises and Law on investment.

4. Adjustment of investment licenses for foreign-invested enterprises which are granted investment licenses before July 01, 2006 and not yet re-registered, or parties to business cooperation contracts which have not yet change investment licenses or business licenses.

5. If foreign-invested enterprises are established and operate as prescribed by specialized laws, the re-registration of such enterprises shall comply with provisions of specialized laws.

Article 2. Subjects of application

1. Foreign-invested enterprises which have been granted investment license before July 01, 2006, including:

a) Joint venture enterprises;

b) Enterprises with 100% foreign capital;

c) Foreign-invested joint-stock companies set up under the Government’s Decree No. 38/2003/ND-CP of April 15, 2003, on transformation of a number of foreign-invested enterprises into joint-stock companies.

2. Parties to business cooperation contracts which have been granted investment licenses or business licenses before July 01, 2006.

3. State management agencies which are responsible for execution of re-registration, registration for transformation of foreign-invested enterprises and renewal of investment licenses or business licenses.

Article 3. Interpretation of terms

1. “Re-registration” means registration of enterprises defined in Article 2 of this Decree for operation as prescribed by Law on enterprises.

2. “Transformation of enterprise” means transformation of enterprise form of enterprises defined in Article 2 of this Decree in accordance with Law on enterprises.

3. “The renewal of investment license” means implementation of procedures by parties to business cooperation contracts for converting investment license or business license which has been granted before July 01, 2006 into investment certificate.

4. “The re-registered enterprise” means enterprises defined in Article 2 of this Decree which has performed re-registration and been granted investment certificate.

5. “Transformed enterprise” means an enterprise defined in Article 2 of this Decree which has been changed its form under the Enterprise Law.

6. “Enterprise which has not yet re-registered” means an enterprise defined in Article 2 of this Decree which has not yet make re-registration as prescribed of Law on enterprises and this Decree.

Article 4. Right to decide on re-registration, transformation of enterprises and renewal of investment licenses

1. A foreign-invested enterprise already granted investment license before July 01, 2006, may decide on its re-registration, transformation of enterprises and management and operational organization in accordance with the provisions of the enterprise law, the investment law and this Decree.

A foreign-invested enterprise established before July 01, 2006, of which operational duration has been expired as prescribed in investment license after July 01, 2006, not yet do procedures for dissolution of enterprises and has request to be entitled to continue operation must re-register before February 01, 2014.

2. The parties to business cooperation contracts may register for new investment licenses in order to be granted certificates of investment and operate in accordance with Law on investment.

Article 5. Re-registration, transformation of enterprises enclosed with commitment to transfer assets without indemnification

1. Foreign-invested enterprises whose foreign investors have committed or made agreement and been stated in investment license to transfer without indemnification the invested assets under initial commitment and agreement at the end of the operation duration to the State of Vietnam or Vietnamese Government or Vietnamese party may be re-registered or transformed enterprise if satisfying the following conditions:

a) Not changing the commitment to transfer their assets without indemnification. Taking over and continuing to execute investment projects related to commitment on transfer of their assets without indemnification;

b) Do not extend the duration of implementing the investment project.

2. In case of changes in the contents related to the transfer without indemnification stated in investment license, the re-registration and transformation of enterprise under the provisions of this Decree must be approved by the Prime Minister.

Article 6. Re-registration for foreign-invested enterprises which have been granted investment license before July 01, 2006, and of which operational duration have been expired after July 01, 2006, but not yet dissolved and have request to be entitled to continue operation

1. Foreign-invested enterprises of which operational duration have been expired under investment license after July 01, 2006, but not yet dissolved and have request to be entitled to continue operation may re-register if satisfying the following conditions:

a) The business lines of enterprises do not fall in trades banned business. If business lines of enterprises are conditional trades, enterprises must satisfy conditions as prescribed by law at time of re-registration;

b) Projects must be consistent to planning of: Urban infrastructure, planning of land use, planning of construction, planning of exploration, exploitation and processing of minerals and other natural resources;

c) Commit to self-take responsibilities for obligations and transactions performed from time of operation expiry to time of re-registration;

d) Commit to perform full financial obligations with State;

dd) If enterprises still have equity capital; or have no equity capital, they must commit to increase equity capital at least equal to charter capital within 3 years after re-registration.

2. Application of investment incentives and application of obligations for foreign-invested enterprises of which operational duration have been expired after July 01, 2006, but not yet dissolved and have request for re-registration in order to continue operation.

a) Apply legislations corresponding to each period from the operation expiry stated in investment licenses to time of re-registration; and

b) From time of re-registration, apply the existing legislations at time of re-registration.

3. Certificates of investment granted for enterprises shall be valid from the operation expiry as stated in investment licenses.

4. Enterprises must do re-registration before February 01, 2014. Upon expiry of time limit mentioned above, enterprises which fail to do re-registration must do procedures for dissolution, operational termination as prescribed by law.