Chapter I
GENERAL PROVISIONS
Article 1. Scope and regulated entities
1. This Decree elaborates and provides guidelines for some Articles of the Law on Investment on investment conditions; business lines and conditions for market access by foreign investors (hereinafter referred to as “market access”); guarantees for business investment; investment incentives and assistance; outward investment activities; investment promotion; state management of investment in Vietnam and outward investment.
2. Outward investment activities specified in Point d Clause 1 Article 52 of the Law on Investment; outward investment in the petroleum field; procedures for granting approval for investment guidelines by the National Assembly; investment supervision and assessment are prescribed in separate Decrees of the Government.
3. This Decree applies to investors and competent authorities, organizations and individuals that are relevant to business investment activities in Vietnam and outward business investment activities.
Article 2. Definitions
For the purposes of this Decree, the terms below are construed as follows:
1. “valid copy” means a copy that is extracted from the master register or authenticated by a competent authority (or from the national database for information about population, enterprise registration and investment stored therein).
2. “original dossier” means the dossier for following investment procedures specified in Clause 7 of this Article, which consists of original documents or valid copies, except documents in foreign languages and Vietnamese translations thereof.
3. “National Investment Portal” is part of the National Investment Information System and used for following procedures for issuance and revision of investment registration certificates and outward investment registration certificates; posting and updating legislative documents policies and market access conditions; update and access of information about investment promotion, foreign investment in Vietnam, outward investment, development of industrial zones, economic zones, and state management of investment activities.
4. “incentive-applying authority” is either a tax authority, finance authority, customs authority or another authority depending on the type of investment incentive.
5. “investment-related international treaty” means an international treaty to which the State or the Government of the Socialist Republic of Vietnam is a signatory and which specifies the rights and obligations of the State or the Government of the Socialist Republic of Vietnam to investment activities of investors in the member countries or territories (hereinafter referred to as “countries”) of the treaty. Investment-related international treaties include:
a) Bilateral and multilateral agreements in investment protection and encouragement;
b) Free Trade Agreements and other Regional Economic Integration Agreements;
c) Protocol of Accession of Vietnam to WTO signed on November 07, 2006;
d) Other International Agreements that specify the rights and obligations of the State or the Government of the Socialist Republic of Vietnam to investment activities.
6. “valid application” means an application that that contains all the documents with adequate information prescribed by the Law on Investment, this Decree.
7. “investment documents” are documents prepared by the investor or a competent authority for follow procedures for issuance, revision of the decision on approval for investment guidelines, Certificate of Investment Registration, Certificate of Registration of Outward Investment and relevant procedures for investment activities prescribed by the Law on Investment and this Decree.
8. “other areas that affect defense and security” are areas determined according to regulations of law on defense and security, including:
a) Areas with defense and security-related works, military areas, restricted areas, protected areas, safety corridor of defense works and military areas prescribed by regulations of law on protection of defense works and military areas;
b) Areas adjacent to locations of political, economic, technological, cultural, social importance under protection of armed police forces;
c) Important works relevant to national security and protection corridors thereof prescribed by regulations of law on protection of important works relevant to national security;
d) Military - economic zones prescribed by regulations of the Government on combination of socio-economic and military operations;
dd) Areas with military defense value under decisions of the Prime Minister on approval for the master plan for combination of socio-economic development and defense;
e) Areas where foreign organizations and individuals are not permitted to own houses of assurance of defense and security as prescribed by housing laws.
9. “the Law on Enterprises” means Law No. 59/2020/QH14 ratified by the 14th National Assembly of the Socialist Republic of Vietnam during its 9th session on June 17, 2020.
10. “the 2014’s Law on Enterprises” means Law No. 68/2014/QH13 ratified by the 13th National Assembly of the Socialist Republic of Vietnam during its 8th session on November 26, 2014.
11. “the Law on Investment” means Law No. 61/2020/QH14 ratified by the 14th National Assembly of the Socialist Republic of Vietnam during its 9th session on June 17, 2020.
12. “the 2014’s Law on Investment” means Law No. 67/2014/QH13 ratified by the 13th National Assembly of the Socialist Republic of Vietnam during its 8th session on November 26, 2014, some Articles of which have been amended by Law No. 90/2015/QH13, Law No. 03/2016/QH14, Law No. 04/2017/QH14, Law No. 28/2018/QH14 and Law No. 42/2019/QH14.
13. “business lines without market-access commitment of Vietnam” are business lines that, under investment-related international treaties, Vietnam does not have any commitment or reserve the right to impose measures against market access obligations, national treatment or other obligations on non-discriminatory treatment between domestic investors and foreign investors
14. “foreign business organization” prescribed in Chapter VI of this Decree is any organization that is established according to regulations of law of the foreign country (host country) where a Vietnamese investor has investment activities or investment projects in which the Vietnamese investor has stakes or other sources of financing as prescribed by the host country's law.
15. “documents about the investor’s legal status” are valid copies of the individual’s identity document or documents certifying the establishment and operation of a business organization, including:
a) Personal identification number of a Vietnamese citizen or valid copies of one of the following documents: unexpired ID card, passport, other identify documents of the individual;
b) Valid copies of the following documents: Certificate of Enterprise Registration, Certificate of Establishment, Establishment Decision or other documents with equal legal value of the organization.
16. “rural areas” are administrative divisions other than urban wards, cities and urban districts.
Article 3. State’s guarantee to execute investment projects
1. Depending on the socio-economic conditions and demands for investment attraction in each period, the Prime Minister shall consider and decide to apply forms and contents of guarantee of the State to execute investment projects subject to approval for their investment guidelines by the National Assembly and the Prime Minister, and other important investment projects on infrastructural development at the request of Ministries, ministerial agencies, People’s Committees of provinces and central-affiliated cities (hereinafter referred to as “provincial People’s Committees”).
2. The State’s guarantee to execute investment projects as prescribed in Clause 1 of this Article may be considered to be applied in the following forms:
a) Providing partial assistance in foreign currency balancing according to the foreign exchange management policy and within the capacity for foreign currency balancing from time to time;
b) Other forms of the State’s guarantee decided by the Prime Minister.
3. Public - private partnership (PPP) project investors and enterprises may be considered to apply the forms of investment guarantees specified in Chapter II of the Law on Investment and regulations of law on PPP investment.
Article 4. Guarantee for investment incentives upon changes of law
1. In case revisions to existing legislative documents lead to changes to investment incentives being applied to certain investors before the effective date of the revisions, these investors will have the investment incentives guaranteed in accordance with Article 13 of the Law on Investment.
2. Investment incentives mentioned in Clause 1 of this Article include:
a) Investment incentives specified in the investment license, business license, certificate of investment incentives, investment certificate, investment registration certificate, decision on investment guidelines, decision on approval for investment guidelines or other documents issued and applied by competent persons or competent authorities as prescribed by law;
b) Investment incentives to which the investor is entitled as prescribed by law other than those specified in Point a of this Clause.
3. In case implementation of investment guarantee measures is needed as prescribed in Clause 4 Article 13 of the Law on Investment, the investor shall send a written request to the investment registration authority together with one of the following documents: investment license, business license, certificate of investment incentives, investment certificate, investment registration certificate, decision on investment guidelines, decision on approval for investment guidelines or another document issued by a competent authority or competent person which specifies the investment incentives (if any). The written request shall have the following information:
a) The investor’s name and address;
b) The investment incentives prescribed by the legislative document before it is revised, including: types of incentives, eligibility for incentives, level of incentive (if any);
c) The new or revising legislative document that contains changes to the investment incentives being applied to the investor as mentioned in Point b of this Clause;
d) The investor’s request for implementation of investment guarantee measures as prescribed in Clause 4 Article 13 of the Law on Investment.
4. The investment registration authority shall consider implementing investment guarantee measures as requested by the investor within 30 days from the receipt of the valid application prescribed in Clause 3 of this Article. If the request is beyond the investment registration authority’s jurisdiction, it shall request a competent authority to consider.
Article 5. Language in investment documents
1. Investment documents, documents and reports submitted to competent authorities shall be written in Vietnamese.
2. Investment documents in foreign languages shall be enclosed with their Vietnamese translations by the investors.
3. For investment documents that are available in both Vietnamese and foreign language, the Vietnamese documents shall be used for following investment procedures.
4. Investors are responsible for discrepancies between the translation, the copies and the original document.
Article 6. Receipt of applications and handling of investment procedures
1. The receipt of applications and handling of procedures related to investment activities by investors shall be carried out as follows:
a) Every investor shall take legal responsibility for the legitimacy, accuracy and truthfulness of their application and documents submitted to competent authorities;
b) The receiving authority shall assess the validity of the application and must not require the investor to submit any documents together with the application other than those specified in the Law on Investment and this Decree;
c) When an application needs to be supplemented, the receiving authority shall send a written notification of necessary supplementations to the investor. The notification must specify the bases, supplementations and deadline for supplementation. The investor has the responsibility to supplement the application by the deadline specified in the notification. If the investor fail to supplement the application by the deadline, the Ministry of Planning and Investment and investment registration authority shall consider suspend the application processing and notify the investor in writing;
d) When requiring the investor to provide explanation for contents of the application, the Ministry of Planning and Investment and investment registration authority shall send the investor a notification specifying the deadline for explanation. If the investor fails to provide explanation upon request, the Ministry of Planning and Investment and investment registration authority shall send a notification of suspension of application processing to the investor;
dd) The time spent on supplementation or explanation specified in Points c and d of this Clause and duration of imposition of penalties for administrative violations against regulations on investment (if any) shall not be included in the procedure-handling time in accordance with the Law on Investment and this Decree.
e) In case of refusal to issue or adjust the decision on approval for investment guidelines, decision on investor approval, investment registration certificate, outward investment registration certificate and other administrative documents on investment prescribed in the Law on Investment and this Decree, the Ministry of Planning and Investment and investment registration authority shall send the investor a notification specifying the reason therefor.
2. The collection of regulatory authorities’ opinions during the application processing shall be carried out as follows:
a) The enquiring authority shall determine whether contents about which opinions are collected are suitable for functions and duties of the enquired authorities and determine the deadline for giving response in accordance with regulations of the Law on Investment and this Decree;
b) The enquired authorities shall give response by the deadline specified in Point a of this Clause and take responsibility for their opinions within their functions and duties; if an authority fails to give any opinion by the aforementioned deadline, it is considered that it concurs with the contents under its management.
3. Competent authorities and persons shall only take responsibility for the contents assigned to approve, appraise or handle as prescribed in the Law on Investment and this Decree; shall not take responsibility for the contents previously approved, appraised or handled by other competent authorities and persons.
4. The Ministry of Planning and Investment, investment registration authorities and other regulatory authorities shall not settle disputes between investors and between investors and concerned organizations and individuals during the process of carrying investment activities.
5. Investors shall bear responsibility as prescribed by law and bear all costs in case of failure to implement or incorrectly implementing the procedures specified in the Law on Investment, this Decree and relevant regulations of law.
Article 7. Handling forged documents
1. If a competent authority or competent person determines that there is forged content of the investment documents, the investment registration authority shall:
a) notify the investor of the violation;
b) invalidate or request the competent authority or competent person to consider invalidating the decision on approval for investment guidelines, decision on investor approval, investment registration certificate, outward investment registration certificate and other relevant documents (hereinafter referred to as “documents”) issued for the first time or invalidate the documents which are based on the forged information;
c) restore the original documents issued based on the latest valid application, handle the violation or report to a competent authority or authorized person to do so as prescribed by law.
2. The investor is legally liable for any damage caused by forging contents of documents.
Article 8. Responsibility to publish and provide information about investment projects
1. Investment registration authorities, planning, resources, environment and construction authorities, and other regulatory bodies shall make publicly available the planning and list of investment projects in accordance with law.
2. Where an investor requests information about the planning or list of investment project and other information related to investment projects, the authorities mentioned in Clause 1 of this Article shall provide information within their competence for such investor within 05 working days from the receipt of the investor’s request.
3. Investors are entitled to use information mentioned in Clause 1 and Clause 2 of this Article to prepare their investment documents and execute investment projects.
Article 9. Mechanisms for resolving difficulties facing investors and preventing disputes between the State and investors
1. During the process of carrying out business investment activities, investors are entitled to report difficulties and propositions related to the application and implementation of laws to competent authorities.
2. Competent authorities shall resolve difficulties and propositions of investors as prescribed by law.
3. Investors are entitled to file complaints, denunciations and lawsuits in accordance with regulations of law on denunciation and complaints; file administrative lawsuits in accordance with regulations of law on administrative procedures if there are grounds for presuming that the administrative decision or administrative act is unlawful and infringes upon their legitimate rights and interests.
4. If a difficulty, proposition, complaint, denunciation or lawsuit may potentially lead to an international investment dispute, the competent authority shall promptly notify the Ministry of Planning and Investment, the Ministry of Justice and the Ministry of Foreign Affairs in writing for cooperation in settling and preventing the dispute.
5. If an international investment dispute arises, the cooperation in settling the dispute shall comply with the Prime Minister's Decision on regulations on cooperation in settling international investment disputes.
6. The Ministry of Planning and Investment shall provide guidelines for implementation of regulations on processing and updating information on and reporting of difficulties and propositions as prescribed in Clause 1 of this Article.
Tìm kiếm
Nghị định 31/2021/NĐ-CP hướng dẫn Luật Đầu tư (Bản Word)
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