Chương IX Nghị định 31/2021/NĐ-CP: Điều khoản thi hành

Chapter IX

IMPLEMENTATION CLAUSE

Section 1. AMENDMENTS TO SOME DECREES RELATED TO BUSINESS INVESTMENT

Article 106. Amendments to the Government’s Decree No. 46/2014/ND-CP dated May 15, 2014 on land and water surface rents

Amendments to the Government’s Decree No. 46/2014/ND-CP (amended by the Government's Decree No. 135/2016/ND-CP dated September 09, 2016, Decree No. 35/2017/ND-CP dated April 03, 2017 and Decree No. 123/2017/ND-CP dated November 14, 2017:

1. Clause 4 is added to Article 19 as follows (replacing Clause 4 repealed under the Decree No. 35/2017/ND-CP):

“4. With respect to the investment projects specified in Clause 2 Article 20 of the Law on Investment, the Prime Minister shall decide that the duration of exemption from land and water surface rents does not exceed 1.5 times the duration of application of the exemption from land and water surface rents specified in Point d Clause 3 Article 19 of this Decree and does not exceed the duration of the investment projects.”.

2. Clause 2 is added to Article 20 as follows (replacing Clause 2 repealed under the Decree No. 35/2017/ND-CP):

“2. With respect to the investment projects specified in Clause 2 Article 20 of the Law on Investment, the Prime Minister shall decide that the reduction in land does not exceed 1.5 times the reduction in land rents specified in Point a Clause 1 of this Article.”.

Article 107. Amendments to the Government’s Decree No. 52/2020/ND-CP dated April 27, 2020 on golf course investment and business

1. Article 10 is amended as follows:

“Article 10. Procedures for approving investment guidelines, issuing investment registration certificates, approving investors and adjusting golf course projects

1. The power, applications and procedures for approving investment guidelines, approving investors, issuing investment registration certificates, adjusting projects on approving investors and adjusting golf course investment and business projects shall comply with regulations of law on investment and this Decree.

2. A golf course investment and business project proposal shall consist of the contents required by regulations of law on investment and this Decree, including an explanation for satisfaction of the rules and conditions stated in Articles 3, 5, 6,7 and 8 of this Decree.

3. Regulations of law on investment and this Decree shall apply to the contents of appraisal of a request for approval for investment guidelines and appraisal of adjustments to a golf course investment and business project, including an assessment of the satisfaction of the rules and requirements stated in Articles 3, 5, 6,7 and 8 of this Decree.”.

2. Clause 2 of Article 13 and Clauses 3 and 4 of Article 14 are repealed.

3. Clause 4 of Article 16 is amended as follows:

“4. Approve investment guidelines of golf course projects within their power in accordance with regulations of law on investment; consolidate and assess the approval for of such investment guidelines and the execution of golf course projects within their provinces.”.

Article 108. Amendments to the Government’s Decree No. 25/2020/ND-CP dated February 28, 2020 on elaboration of some Articles of the Law on Bidding on investor selection

1. Point b Clause 1 of Article 1 is amended as follows:

“b) Investment projects using land for construction of urban areas; construction of civil works having one or more functions, including commercial housing; office buildings; commercial and services works;”.

2. Clause 4 of Article 4 is amended as follows:

“4. In addition to the responsibility to publish the information specified in Point c Clause 1 of this Article, information about any land-using project whose total estimated cost of project execution (excluding costs of compensation, assistance and relocation, land levy and land rent) is VND 800,000,000,000 or over shall be published in English and Vietnamese language on the website of the provincial People’s Committee (if any).

This Clause does not apply to projects belonging to prohibited business lines in accordance with regulations of law on investment.”.

3. Point a Clause 2 of Article 10 is amended as follows:

“a) The project belongs to a prohibited business line as prescribed by the Law on Investment;”.

4. Article 11 is amended as follows:

“Article 11. Conditions for determining whether an investment project uses land

A land-using investment project is subject to investor selection uses land if it satisfies the following conditions:

1. The project is the one specified in Point b Clause 1 Article 1 of this Article but does not use public investment capital to construct works. Projects on construction of urban areas and commercial housing; office buildings; commercial and services works shall be classified in accordance with regulations of law on construction. In the case of a project having multiple functions, the determination of whether the project uses land shall be carried out based on its main work or main work at the highest level if the project has multiple main works in accordance with regulations of law on construction.

2. The project is on the approved list of projects on land that needs expropriating in accordance with regulations of law on land, located in a land area that is currently being managed or used by the State but will be allocated or leased out by the provincial People’s Committee or economic zone management board to the approved investor.

3. The project belongs to a residential housing development program or plan in accordance with regulations of law on housing; an urban development program (if any) in accordance with regulations of law on urban development.

4. The project conforms to the socio-economic development plan or construction planning on a scale of 1/2.000 or 1/5.000 (if any); or the urban zoning planning a scale of 1/2.000 or 1/5.000 as prescribed by law.

5. The project is not qualified to hold a land use right auction in accordance with regulations of law on land.

6. The project does not fall into the case specified in Point b Clause 4 Article 22 and Article 26 of the Law on Bidding.”.

5. Article 12 is amended as follows:

“Article 12. List of land-using investment projects

1. The project specified in Article 11 of this Decree shall be incorporated into the list of land-using investment projects. To be specific:

a) For the project subject to approval for its investment guidelines in accordance with regulations of law on investment, the decision on approval for investment guidelines also serves as the decision on approval for the list of land-using investment projects.

According to the decision on approval for investment guidelines under regulations of law on investment, the Department of Planning and Investment shall cooperate with relevant authorities in determining preliminary requirements on the investor’s capacity and experience, and submit a report to the President of the provincial People’s Committee for approval prior to announcing the list of projects. For the project executed in an economic zone, the economic zone management board shall determine and approve preliminary requirements on the investor’s capacity and experience prior to announcing the list of projects.

b) For the project not subject to approval for its investment guidelines in accordance with regulations of law on investment, the compilation and approval of the list of land-using investment projects shall comply with Clauses 2 and 3 of this Article.

2. Compile a list of land-using projects regarding the project not subject to approval for its investment guidelines in accordance with regulations of law on investment:

a) If the project is set up by a specialized agency affiliated to the provincial People’s Committee or agency affiliated to the provincial or district-level People's Committee:

The specialized agency affiliated to the provincial People’s Committee or agency affiliated to the provincial or district-level People's Committee shall prepare and submit a land-using investment project proposal to the Department of Planning and Investment for consolidation. The proposal shall contain the project’s name; objectives; scale; total estimated cost of project execution, investment capital; capital raising plan; investment duration and schedule; information about current use of land in the project location, expected demand for land use (if any); purposes of land; approved planning criteria; language used to publish the list of projects; analysis of socio-economic efficiency of the project, assurance of national defense and security assurance, and sustainable development of the project and preliminary requirements on the investor’s capacity and experience.

b) If the project is proposed by an investor:

The investor is entitled to propose to execute an investment project using land not included in the list of land-using investment projects as approved by the President of the provincial People’s Committee. The investor shall prepare and submit a project proposal to Department of Planning and Investment for consolidation. The proposal consists of:

- A written request for permission to execute the land-using project, including a commitment to bear all the costs and risks if the proposal is rejected;

- Contents of the project proposal shall contain the project’s name; investment objectives; investment scale; total estimated cost of project execution, investment capital; capital raising plan; investment duration and schedule; analysis of socio-economic efficiency of the project, assurance of national defense and security assurance, and sustainable development of the project;

- The proposal for expected demand for land use; information about current use of land in the project location (if any); purposes of land; approved planning criteria;

- Documents about the investor’s legal status, capacity and experience;

- Other documents (if any) required to explain the project proposal.

3. Approve the list of land-using investment projects:

a) Within 30 days from the receipt of the project proposal specified in Point a or b Clause 2 of this Article, the Department of Planning and Investment shall cooperate with relevant authorities in compiling the list of land-using investment projects; assessing the satisfaction of the conditions for determining whether an investment project uses land prescribed in Article 11 of this Decree; determine preliminary requirements on the investor’s capacity and experience, and submit a report to the President of the provincial People’s Committee. Where necessary, the duration of implementation may be extended upon request.

b) Within 10 days from the receipt of the report, the President of the provincial People’s Committee shall consider approving the list of land-using investment projects, including the preliminary requirements on the investor’s capacity and experience.

4. Announce the list of projects”

a) According to the decision on approval for investment guidelines under regulations of law on investment or the approved list of land-using investment projects, the Department of Planning and Investment or the economic zone management board (for the project executed in an economic zone) shall publish the list of projects as prescribed in Point c Clause 1, Clause 4 Article 4 and Clause 2 Article 5 of this Decree.

b) Information to be published includes:

- Project’s name; investment objectives; investment scale; total estimated cost of project execution, investment capital; capital raising plan; investment duration and schedule;

- Current use of land in the project location, area of land used for project execution; purposes of land; approved planning criteria;

- Preliminary requirements on the investor’s capacity and experience;

- Deadline for the investor to submit the application for registration of project execution;

- The investor shall submit the application for registration of project execution through the National Bidding Network System;

- Other information (if necessary).”.

6. Article 13 is amended as follows:

“Article 13. Preparation, submission and preliminary assessment of capacity and experience of investors

1. Investors shall prepare and submit an application for registration of project execution on the National Bidding Network System according to the information published according to Point b Clause 4 Article 12 of this Decree. The application for registration of project execution shall include the application form; documents about the investors’ legal status, capacity, experience, and other relevant documents (if any).

2. Upon the expiry of the time limit for registration of project execution, the Department of Planning and Investment or economic zone management board (for the project executed in an economic zone) shall carry out preliminary assessment of the capacity and experience of the investors that have submitted applications for registration of project execution on the National Bidding Network System.

3. According to the result of preliminary assessment of capacity and experience, the authority specified in Clause 2 of this Article shall make a submission to the President of the provincial People's Committee or the economic zone management board (for the project executed in an economic zone) for decision to organize the implementation in one of the cases specified in Clauses 4, 5 and 6 of this Article.

4. If two investors or more satisfy preliminary requirements on capacity and experience:

a) The President of the provincial People’s Committee shall issue a decision to carry out competitive bidding as prescribed in Clause 1 or Clause 2 Article 10 of this Decree and assign a specialized agency affiliated to the provincial People’s Committee or the district-level People’s Committee to act as the procuring entity.

b) The head of the economic zone management board shall issue a decision to carry out competitive bidding as prescribed in Clause 1 or Clause 2 Article 10 of this Decree and assign an unit affiliated to the economic zone management board to act as the procuring entity with regard to the project executed in the economic zone.

5. If only one investor carries out the registration and satisfies preliminary requirements on capacity and experience or multiple investors carry out the registration but only one investor satisfies preliminary requirements on capacity and experience, it is required to follow the procedures for investor approval in accordance with regulations of law on investment.

6. Under the competent authority’s decision and approval specified in Clauses 4 and 5 of this Article, the Department of Planning and Investment or economic zone management board (for the project executed in an economic zone) shall publish a list of qualified investors on the National Bidding Network System or send a notification of completion of procedures for announcing the list of projects if there is not any investor satisfying preliminary requirements on capacity and experience.”.

7. Article 16 is amended as follows:

a) Clause 1 is amended as follows:

“1. Selection of investors in the projects specified in Point c Clause 1 Article 1 of this Decree shall be carried out as follows:

a) The list of projects (including preliminary requirements on capacity and experience) must be approved and made publicly available on the National Bidding Network System, serving as the basis for determination of investors interested in and submitting applications for registration of project execution.

b) If there are two investors or more satisfying the preliminary requirements on capacity and experience, the bidding shall be held by applying the competitive bidding process, including:

- Preparation for investor selection;

- Organization of investor selection;

- Assessment of the technical proposal; appraisal and approval of the list of technically qualified investors;

- Opening and assessment of the financial - commercial proposal;

- Submission, appraisal, approval and publishing of investor selection results;

- Negotiation, completion and execution of a contract.

c) If only one investor carries out the registration and satisfies preliminary requirements on capacity and experience or multiple investors carry out the registration but only one investor satisfies preliminary requirements on capacity and experience, it is required to follow the procedures for investor approval in accordance with regulations of law on investment.

d) If there is not any investor satisfying preliminary requirements on capacity and experience, it is required complete the procedures for announcing the list of projects.”;

b) Clause 3 is amended as follows:

“3. Regarding the projects specified in Point c Clause 1 Article 1 of this Decree, Ministries, ministerial agencies and Governmental agencies shall, according to special legislation, promulgate or request the Prime Minister to promulgate regulations on compilation, approval and announcement of the list of projects; methods and standards for bid evaluation, proposals and other contents (if any), ensuring competitiveness, fairness, transparency and economic, including the contents.”.

8. Clause 1 of Article 59 is amended as follows:

“1. Rules for contract conclusion

a) The proposed successful bid price (money proposed to be paid to the state budget by the selected investor in the bid package) shall be the value of the signed contract.

b) The costs of project execution and costs of compensation, assistance and relocation proposed by the selected investor in the bid package shall be recorded in the contract; if the change of planning, policy or law affects such costs, regulations of law on investment, construction, land, planning, housing and real estate business, and other relevant regulations of law shall apply.

c) Land levy or land rent payable as determined in accordance with regulation of law on land plus the amount of payment to the state budget as proposed by the selected investor shall be recognized as market price at the time of land allocation or land lease specified in the contract.”.

9. Article 60 is amended as follows:

The phrase “nhà đầu tư” (“investor”) is replaced with “nhà đầu tư trúng thầu hoặc doanh nghiệp dự án do nhà đầu tư trúng thầu thành lập để thực hiện dự án” (“selected investor or project enterprise established by the selected investor to execute a project”), “nhà đầu tư trúng thầu” (“selected investor”) is replaced with “nhà đầu tư trúng thầu hoặc doanh nghiệp dự án do nhà đầu tư trúng thầu thành lập để thực hiện dự án” (“selected investor or project enterprise established by the selected investor to execute a project”).

Article 109. Amendments to the Government’s Decree No. 96/2016/ND-CP dated July 01, 2016 providing for security and order conditions for a number of conditional business lines

1. Clause 10 of Article 3, Clause 7 of Article 6, Article 10 and Article 34 are repealed.

2. The phrase “kinh doanh dịch vụ đòi nợ” (“debt collection services”) is removed from Point c Clause 3 of Article 19 and Point a Clause 2 of Article 24.

Article 110. Amendments to the Government’s Decree No. 82/2018/ND-CP dated May 22, 2018 on management of industrial parks and economic zones

Clauses 2 and 3 Article 66 of the Government’s Decree No. 82/2018/ND-CP dated May 22, 2018 on management of industrial parks and economic zones are repealed.

Article 111. Amendments to the Government’s Decree No. 11/2013/ND-CP dated January 14, 2013 on management of investment in urban development

1. Article 29 is amended as follows:

“Article 29. Collecting appraisal opinions on request for approval for investment guidelines of projects on investment in urban area construction

1. The approval for investment guidelines of projects on investment in urban area construction shall comply with regulations of law on investment.

2. During the process of appraising a project on investment in urban area construction to approve investment guidelines, the Ministry of Planning and Investment shall seek appraisal opinions of the Ministry of Construction about the contents specified in Clauses 3 and 4 of this Article with respect to the project subject to approval for its investment guidelines by the Prime Minister; the investment registration authority shall seek appraisal opinions of the Department of Construction about the contents specified in Clauses 3 and 4 of this Article with respect to the project subject to approval for its investment guidelines by the provincial People’s Committee.

3. Contents about which appraisal opinions are obtained with regard to a project on investment in urban area construction  on request for approval for investment guidelines of projects on investment in construction of an urban area with residential housing:

a) Contents about which appraisal opinions are obtained are the same as those for a residential housing construction projects in accordance with regulations of law on housing;

b) Assessment of conformity of the investment project with the urban development objectives and orientations specified in the urban development program (if any) approved by a competent authority. If the urban development program has yet to be approved by a competent authority, assess conformity of the project with the urban development objectives and orientations specified in the approved general planning or provincial planning;

c) Considering the synchronism of the preliminary plan for investment phasing or expected division of component projects (if any) and preliminary plan for investment in construction and management of urban infrastructure inside and outside the project.

4. Contents about which appraisal opinions are obtained with regard to a project on investment in construction of an urban area without residential housing:

a) Assessment of conformity of the investment project with the detailed planning (if any) or zoning planning (if any). If the detailed planning or zoning planning has yet to be approved by a competent authority, assess conformity of the investment project with the general planning;

b) The contents specified in Points b and c Clause 3 of this Article.”.

2. The following Articles and Clauses are repealed: Article 20, Article 21, Article 22, Article 23, Article 24, Article 25, Article 26, Article 27, Article 28, Article 30, Article 33, Clauses 8 and 9 Article 41 and Article 51.

Article 112. Amendments to the Government’s Decree No. 99/2003/ND-CP dated August 28, 2003 on promulgation of hi-tech zone regulations

1. Point e is added to Clause 1 of Article 9 as follows:

“e) Implement science and technology strategies, plans and programs of hi-tech zones in order to develop hi-tech products of several key industries along the value chain.”.

2. Clause 1 of Article 10 is amended as follows:

“1. “hi-tech zone enterprises” mean those established in accordance with regulations of law and operating in hi-tech zones, including infrastructure development enterprises, hi-tech enterprises, hi-tech services enterprises, hi-tech development companies, livelihood services enterprises, exporting processing enterprises.”.

3. Article 15a is added as follows:

 “Article 15a. Exporting processing enterprises in hi-tech zones

1. An exporting processing enterprise in a hi-tech zone means an enterprise that is established and operates within an export-processing zone of the hi-tech zone or that specializes in producing hi-tech products for export.

2. In addition to the investment incentives and assistance specified in this Decree, exporting processing enterprises in hi-tech zones are entitled to apply particular regulations applied to export processing enterprises operating within industrial parks and economic zones in accordance with regulations of law on industrial parks and economic zones.

If an enterprise operating in a hi-tech industrial park belonging to a hi-tech zone satisfied the conditions regarding customs inspection and supervision, regulations applicable to non-tariff zones and regulations of law on import and export tax before the effective date of the Decree on elaboration of some Articles of the Law on Investment, it is entitled to apply the same regulations as for export processing enterprises operating in industrial parks and economic zones in accordance with regulations of law on industrial parks and economic zones from the date on which the enterprise satisfies those conditions.”.

4. Clause 2 of Article 35 is amended as follows:

“2. Attract investment and manage investment and construction

a) Formulate and organize implementation of the plan for investment attraction and promotion;

b) Issue, adjust and revoke investment registration certificates, decisions on approval for investment guidelines and exercise other powers of investment registration authorities in accordance with regulations of the Law on Investment and its guiding documents;

c) Organize selection of investors in projects according to investor selection regulations promulgated by heads of hi-tech zone management boards on the basis of applying Articles and Clauses of law on bidding and relevant regulations of law. Investors are entitled to select to follow investor approval procedures as prescribed in Point d Clause 7 Article 29 of the Decree on elaboration of some Articles of the Law on Investment 2021, allocated or leased out land by hi-tech zone management boards in accordance with regulations of law on land, and execute projects specified in the decisions on approval for investment guidelines and decisions on investor approval;

d) Decide the Group B and C investment projects with regard to investment items funded by the state budget with the authorization of high-tech park-managing agencies;

dd) Organize construction and operation of construction works and technical infrastructure in hi-tech zones.

e) Cooperate with domestic and foreign organizations, enterprises and individuals in the fields related to investment in construction and development of hi-tech zones;

g) Inspect, supervise and assess the performance of the tasks specified in investment registration certificates, decisions on approval for investment guidelines of investment projects executed in hi-tech zones.”.

Article 113. Amendments to the Government’s Decree No. 94/2020/ND-CP dated August 21, 2020 regulating preferential mechanisms and policies for Vietnam National Innovation Center

Article 8 is amended as follows:

“Article 8. Acceptance of support, aids, grants and donations

1. The NIC may receive official development assistance (ODA) grants to perform irregular tasks in accordance with regulations of law.

2. The NIC shall be the party receiving foreign organizations and individuals’ grant aids to Vietnam.

Grant aids to the NIC shall be managed as its legal revenues and not be recorded as the state budget revenues.

Procedures for receiving, managing and using grant aids to the NIC shall comply with regulations of law on management and use of grant aids not in the form of official development assistance of foreign agencies, organizations, and individuals for Vietnam. The Minister of Planning and Investment shall decide the receipt of grant aids by the NIC.

3. The NIC is entitled to receive the grant aids specified in Clause 2 of this Article and grants and donations from domestic organizations and individuals (including interests on deposited aids and grants) to invest in building facilities, finance recurrent expenditures, support activities of, management and operation by the NIC.

4. The mechanisms specified in this Article shall apply to the grant aids of which the procedures for receipt are being followed by the NIC at the time of entry into force of the Decree on elaboration of the Law on Investment 2020.”.

Section 2. TRANSITIONAL CLAUSES

Article 114. Processing of valid applications submitted before the effective date of the Law on Investment

1. The valid applications specified in Clause 11 Article 77 of the Law on Investment consist of:

a) The documents specified in Clause 11 Article 2 of the Government’s Decree No. 118/2015/ND-CP dated November 12, 2015 (hereinafter referred to as “the Decree No. 118/2015/ND-CP”) received by the Ministry of Planning and Investment and investment registration authorities as prescribed in Clause 1 Article 6 of the Decree No. 118/2015/ND-CP;

b) The documents specified in Clause3 Article 3 of the Government’s Decree No. 83/2015/ND-CP dated September 25, 2015.

2. Any valid application that is received as prescribed in Clause 1 of this Article and has to be processed according to administrative procedures before January 01, 2021 but has yet to be processed shall continue to be processed in accordance with regulations of the Law on Investment 2014, except for the case specified in Article 115 of this Decree. If the investor requests that the investment procedures be implemented according to the Law on Investment and this Decree, the application shall be processed according to the Law on Investment and this Decree.

3. If an investment project has the valid application in the cases specified in Clauses 1 and 2 of this Article to follow the procedures for decision on investment guidelines or adjustment of investment guidelines by the Prime Minister as prescribed in the Law on Investment 2014 but is now subject to approval for investment guidelines by the provincial People’s Committee as prescribed in the Law on Investment, follow the instructions below:

a) If the project has not had its appraisal organized by the Ministry of Planning and Investment as prescribed in Clause 5 Article 34 of the Law on Investment 2014, the investment registration authority shall send the investor a document providing guidelines for following procedures for approval for investment guidelines by the provincial People’s Committee as prescribed in the Law on Investment and this Decree;

b) If the project is having its appraisal organized by the Ministry of Planning and Investment as prescribed in Clause 5 Article 34 of the Law on Investment 2014 but has yet to prepare an appraisal report to be submitted the Prime Minister for decision on investment guidelines or adjustment of investment guidelines, the Ministry of Planning and Investment shall send project appraisal opinions to the provincial People’s Committee to follow the procedures for approval for both investment guidelines and investor or approval for adjustment of the investment guidelines as prescribed in the Law on Investment and this Decree;

c) If the project has had its appraisal report prepared by the Ministry of Planning and Investment and submitted to the Prime Minister for decision on investment guidelines or adjustment of investment guidelines, the Prime Minister shall decide or adjust investment guidelines as prescribed in the Law on Investment 2014 or assign the provincial People’s Committee to approve investment guidelines or approve adjustment of investment guidelines as prescribed in the Law on Investment and this Decree.

4. Any valid application that is received as prescribed in Clause 1 of this Article and processed according to administrative procedures after January 01, 2021 shall continue to be processed in accordance with regulations of the Law on Investment and this Decree. The Ministry of Planning and Investment and investment registration authority shall request the investor in writing to submit additional necessary documents or adjust the contents of the submitted application in conformity with the regulations of the Law on Investment and this Decree. The time limit for handling investment procedures in this case begins from the date on which the investor finishes revising or supplementing the application.

5. For an investment project that has followed the procedures for seeking appraisal opinions as prescribed in the Law on Investment 2014 and Decree No. 118/2015/ND-CP, the Ministry of Planning and Investment and investment registration authority are entitled to use the application submitted by the investor and appraisal opinions previously given by the competent authority to prepare an appraisal report and approve or adjust investment guidelines as prescribed in the Law on Investment and this Decree. The Ministry of Planning and Investment and investment registration authority shall decide to request the investor to revise and supplement the application and seek appraisal opinions of competent authorities about the revision or supplementation where necessary.

Article 115. Processing of valid applications for housing projects and projects subject to investor selection submitted before the effective date of the Law on Investment

1. If a project on investment in construction of urban works, new urban area, commercial housing, commercial and services works or multi-purpose complexes has a valid application submitted by the investor to follow the procedures for decision on investment guidelines as prescribed in the Law on Investment 2014 before April 20, 2020 but has yet to have its investment guidelines decided, follow the instructions below:

a) If the project is determined by a competent authority that it is not subject to investor selection as specified in Point b Clause 1 Article 10 of the Government’s Decree No. 30/2015/ND-CP dated March 17, 2015 (hereinafter referred to as “the Decree No. 30/2015/ND-CP”), the procedures for investment guideline approval shall continue to be followed in accordance with regulations of the Law on Investment 2014. The competent authority shall assume responsibility for determining that the project is not subject to investor selection in accordance with this regulation;

b) If the project is determined by a competent authority that it has to be subject to investor selection but the list of projects has yet to be approved as specified in Clause 1 Article 10 of the Decree No. 30/2015/ND-CP, regulations of the Law on Investment and this Decree shall be complied with.

2. If a project on investment in construction of commercial housing, commercial and services works, multi-purpose works or multi-purpose complexes for commercial purposes has a valid application submitted by the investor to follow the procedures for decision on investment guidelines as prescribed in the Law on Investment 2014 as of April 20, 2020 but has yet to have its investment guidelines decided by January 01, 2021, follow the instructions below:

a) If the project is determined by a competent authority that it fails to satisfy all conditions specified in Article 11 of the Government’s Decree No. 25/2020/ND-CP dated February 28, 2020 (hereinafter referred to as “the Decree No. 25/2020/ND-CP”), the procedures for investment guideline approval shall continue to be followed in accordance with regulations of the Law on Investment 2014. The competent authority shall assume responsibility for determining that the project is not subject to investor selection in accordance with this regulation;

b) If the project is determined by a competent authority that it has satisfied all conditions specified in Article 11 of the Government’s Decree No. 25/2020/ND-CP but the list of projects has yet to be approved as specified in Clause 3 Article 12 of the Decree No.25/2020/ND-CP, regulations of the Law on Investment and this Decree shall be complied with.

3. If an investment project subject to investor selection in accordance with special legislation and law on private sector involvement has a valid application submitted by the investor to follow the procedures for decision on investment guidelines as prescribed in the Law on Investment 2014 as of April 20, 2020 but has yet to have its investment guidelines decided by January 01, 2021, follow the instructions below:

a) If the project is determined by a competent authority that it is not subject to investor selection in accordance with special legislation and law on private sector involvement, the procedures for investment guideline approval shall continue to be followed in accordance with regulations of the Law on Investment 2014. The competent authority shall assume responsibility for determining that the project is not subject to investor selection in accordance with this regulation;

b) If the project is determined by a competent authority that it has to be subject to investor selection in accordance with special legislation and law on private sector involvement but the list of projects has yet to be announced as specified in Clause 1 Article 16 of the Decree No. 25/2020/ND-CP, regulations of the Law on Investment and this Decree shall be complied with.

4. If a project on investment in construction of residential housing or urban area submitted the application in accordance with regulations of law on housing, urban areas and construction before January 01, 2021, follow the instructions below:

a) In the case where the project whose owner has been identified in accordance with regulations of law in force at the time of project owner identification has submitted an application for investment guideline approval in accordance with regulations of the Law on Housing 2014 but the application has yet to be processed before January 01, 2021, the procedures for investment guideline approval shall continue to be followed in accordance with regulations of the Law on Housing 2014 and it is not required to follow the procedures for investment guideline approval in accordance with regulations of the Law on Investment.

b) In the case where the project whose owner has not been identified has submitted an application for investment guideline approval in accordance with regulations of the Law on Housing 2014 but the application has yet to be processed before January 01, 2021, regulations of the Law on Investment and this Decree shall be complied with.

c) In the case where the project has submitted an application for investment guideline adjustment in accordance with regulations of law on housing, urban areas and construction but the application has yet to be processed before January 01, 2021, the procedures for investment guideline adjustment shall be followed in accordance with regulations of the Law on Investment and this Decree.

d) In the case where the project specified in Point b or c of this Clause has followed the procedures for seeking opinions of relevant authorities in accordance with regulations of law on housing, urban areas and construction, the Ministry of Planning and Investment and investment registration authority are entitled to use the application submitted by the investor and opinions previously given by the competent authority to prepare an appraisal report and approve investment guidelines or approve adjustment of investment guidelines as prescribed in the Law on Investment and this Decree. The Ministry of Planning and Investment and investment registration authority shall decide to request the investor to revise and supplement the application and seek appraisal opinions of competent authorities about the revision or supplementation where necessary.

5. If the investor submitting the application followed the procedures for transferring part or whole of the real estate project in accordance with regulations of law on real estate business before January 01, 2021 and now has to follow the procedures for project transfer in accordance with regulations of the Law on Investment, such investor is entitled to continue to follow the procedures in accordance with regulations of law on real estate business or regulations of the Law on Investment and this Decree. The investor shall send the application receiving authority a notification of its application of legal documents for handling administrative procedures. In case of selecting to follow the investment procedures in accordance with regulations of the Law on Investment and this Decree, the investor shall submit additional necessary documents or adjust the contents of the submitted application in conformity with the regulations of the Law on Investment and this Decree.

Article 116. Executing investment projects executed before the effective date of the Law on Investment

1. Investors are entitled to execute their investment projects according to their investment licenses, certificates of investment incentives, investment certificates, investment registration certificates or other equivalent documents issued by competent authorities before the effective date of the Law on Investment without having to follow the investment guideline procedures in accordance with regulations of the Law on Investment and this Decree, except for the case of adjusting investment projects as prescribed in Clauses 1 and 3 Article 117 of this Article.

2. Investment licenses, certificates of investment incentives, investment certificates, investment registration certificates, outward investment licenses, outward investment certificates or other equivalent documents issued by competent authorities before the effective date of the Law on Investment has the same legal value as the investment registration certificate.

3. The equivalent documents specified in Clause 1 of this Article are documents and decisions issued by competent authorities to decide investment guidelines or permit or approve investment in projects in accordance with regulations of law on investment, land, construction, housing, urban areas, bidding and enterprises in force at the time of promulgating such documents and decisions.

4. Point dd Clause 2 Article 47 of the Law on Investment applies to investors that fail to adhere to their investment license, certificate of investment incentives, investment certificate, investment registration certificate, decision on investment guidelines, decision on investment guideline approval or investment approval in accordance with regulations of law on investment, housing, urban area and construction before the effective date of the Law on Investment.

Article 117. Executing investment projects executed before the effective date of the Law on Investment

1. The investment project specified in Point b, c or d Clause 2 Article 77 of the Law on Investment is not required to follow the procedures for investment guideline approval or investment guideline adjustment upon adjusting the investment project, except for the following cases:

a) Change or add a content or objective while the content or objective to be changed or added is subject to approval for investment guidelines specified in Articles 30, 31 and 32 of the Law on Investment;

b) Expand the project objective, thereby resulting in the project being subject to approval for its investment guidelines as prescribed in Articles 30, 31 and 32 of the Law on Investment;

c) Adjust the investment project with one of the following contents added: request for land allocation or land lease by the State without holding a land use right auction or bidding, receipt of the rights to use land or property on land; request for state’s permission for land repurposing, except for the case of allocating land, leasing out land or permitting repurposing of land of households or individuals that are not required to obtain a written approval of the provincial People’s Committee in accordance with regulations of law on land.

2. In the cases mentioned in Points a, b and c Clause 1 of this Article, the investor shall follow the procedures for investment guideline approval according to the corresponding regulations set out in Section 2 Chapter IV of this Decree prior to making such adjustments. In such cases, the investment guideline approving authority shall consider the adjustments to grant approval for investment guidelines.

3. If an investment project is adjusted as specified in Point a Clause 2 Article 77 of the Law on Investment and the adjustment is made in one of the cases mentioned in Points a, b, c, d, dd, e and g Clause 3 Article 41 of the Law on Investment, the investor shall follow the procedures for investment guideline adjustment as follows:

a) The investment guideline approving authority prescribed by the Law on Investment means an authority that has the power to adjust the written decision on investment guidelines, written approval for investment guidelines or written approval for investment guidelines of such investment project, except for the cases in Points b and c of this Clause;

b) In case of adjusting an investment project that is not subject to decision on investment guidelines, approval for investment guidelines or approval for investment by the Prime Minister as prescribed by law before the effective date of the Law on Investment but is now subject to approval for investment guidelines by the Prime Minister as prescribed by the Law on Investment, the Prime Minister shall approve adjustment of the investment guidelines in the case of increasing the area of land used or adding a content or objective subject to approval for investment guidelines as prescribed in Article 31 of the Law on Investment. In addition to the contents subject to investment guideline adjustment approval by the Prime Minister specified in this Point, the provincial People’s Committee or industrial park, export-processing zone, hi-tech zone or economic zone management board shall grant approval for investment guidelines according to the Law on Investment and this Decree upon making other adjustments specified in Points a, b, c, d, dd, e and g Clause 3 Article 41 of the Law on Investment;

c) In case of adjusting an investment project with total investment capital of over VND 5,000 billion which is subject to decision on investment guidelines by the Prime Minister as prescribed by the Law on Investment 2014 but has had its investment guidelines approved by the provincial People’s Committee or industrial park, export-processing zone, hi-tech zone or economic zone management board as prescribed in Clause 9 Article 31 or Clause 3 Article 32 of the Decree No. 118/2015/ND-CP, the Prime Minister shall approve adjustment of the investment guidelines in the case of increasing the area of land used or adding a content or objective subject to approval for investment guidelines as prescribed in Article 31 of the Law on Investment. In addition to the contents subject to investment guideline adjustment approval by the Prime Minister specified in this Point, the provincial People’s Committee or industrial park, export-processing zone, hi-tech zone or economic zone management board shall grant approval for investment guidelines according to the Law on Investment and this Decree upon making other adjustments specified in Points a, b, c, d, dd, e and g Clause 3 Article 41 of the Law on Investment;

d) The investor shall follow the procedures for investment guideline adjustment according to the corresponding regulations set out in Section 4 Chapter IV of this Decree upon making adjusting the contents specified in this Clause, except for the case in Point d Clause 4 of this Article.

4. Regarding an investment project whose investment guidelines are decided or approved or in which the investment is approved by a competent authority in accordance with regulations of law on investment, housing, urban areas and construction before the effective date of the Law on Investment, the project execution schedule shall be adjusted as follows:

a) The schedule adjusted before the effective date of the Law on Investment shall continue to be adjusted according to regulations of the Law on Investment and this Decree but it shall not be extended by more than 24 months as of January 01, 2021 (if the final deadline for adjusting the schedule is specified in the written decision on investment guidelines, written approval for investment guidelines or investment registration certificate issued before January 01, 2021) or by more than 24 months from the final deadline for adjusting the schedule specified in the written decision on investment guidelines, written approval for investment guidelines or investment registration certificate (to regulations of the Law on Investment and this Decree but it shall not be extended by more than 24 months as of January 01, 2021 (if the final deadline for adjusting the schedule is specified in the written decision on investment guidelines, written approval for investment guidelines or investment registration certificate issued after January 01, 2021), except for the cases mentioned in Points a, b, c, d, dd and e Clause 4 Article 41 of the Law on Investment.

a) The schedule that has yet to be adjusted before the effective date of the Law on Investment shall be adjusted according to regulations of the Law on Investment and this Decree but it shall not be extended by more than 24 months as of January 01, 2021 (if the final deadline for adjusting the schedule is specified in the written decision on investment guidelines, written approval for investment guidelines or investment registration certificate issued before January 01, 2021) or by more than 24 months from the final deadline for adjusting the schedule specified in the written decision on investment guidelines, written approval for investment guidelines or investment registration certificate (to regulations of the Law on Investment and this Decree but it shall not be extended by more than 24 months as of January 01, 2021 (if the final deadline for adjusting the schedule is specified in the written decision on investment guidelines, written approval for investment guidelines or investment registration certificate issued after January 01, 2021), except for the cases mentioned in Points a, b, c, d, dd and e Clause 4 Article 41 of the Law on Investment.

c) If the written decision on investment guidelines, written approval for investment guidelines or investment registration certificate does not specify the project execution schedule or execution schedule of stages of the project, the investor is entitled to adjust or approve the investment guidelines to determine the project execution schedule or execution schedule of stages of the project. The power to adjust the investment project is specified in Clause 3 of this Article and the procedures for adjusting the investment guidelines are specified in Section 4 Chapter IV of this Decree.

d) If the project execution schedule is adjusted in one of the cases specified in Points a, b, c and d Clause 4 Article 41 of the Law on Investment, the investor is not required to follow the procedures for approving adjustment of investment guidelines upon extending the schedule by more than 12 months. The investment registration authority shall follow the procedures for adjusting the investment registration certificate as prescribed in Article 47 of this Decree for the project issued with the investment registration certificate.

5. If the investment project adjustment made in a case other than the case specified in Clause 1 or 3 of this Article changes any content of the investment license, certificate of investment incentives, investment certificate, investment registration certificate or another equivalent document issued before the effective date of the Law on Investment, the investor shall follow procedures corresponding to the procedures for adjusting the investment registration certificate as prescribed in Article 47 of this Decree at an investment registration authority to obtain the investment registration certificate. The investment registration certificate shall specify contents of the adjusted investment project and all unchanged and effective contents of the investment project on the investment license, investment certificate, certificate of investment incentives, investment registration certificate or another equivalent document.

6. If an investment license, investment certificate or equivalent document specified in Clause 5 of this Article also contains business registration contents, the investment registration authority shall issue an investment registration certificate to the investor to replace contents of the investment project on the investment license, investment certificate or another equivalent document according to the principle specified in Clause 5 of this Article. The business registration contents on the investment license, investment certificate or equivalent document shall remain effective.

Article 118. Executing investment projects on the list of business lines subject to conditional outward investment under the Law on Investment

Any investor whose outward investment project has been issued with the outward investment license , outward investment certificate or outward investment registration certificate before the effective date of the Law on Investment and now belongs to a business line subject to conditional outward investment as prescribed in Clause 1 Article 54 of the Law on Investment shall satisfy the conditions specified in Article 72 of this Decree upon changing a Vietnamese investor or increasing outward investment capital.

Article 119. Conduct of investment activities by foreign-invested business organizations established before the effective date of the Law on Investment

1. A business organization specified in Point a, b or c Clause 1 Article 23 of the Law on Investment is not required to satisfy investment conditions and follow investment procedures in accordance with regulations applicable to foreign investors according to the Law on Investment and this Decree if the establishment of another business organization or investment in the form of capital contribution or purchase of shares or stakes of another business organization or investment in the form of BCC by such business organization is carried out before the effective date of the Law on Investment.

2. From the effective date of the Law on Investment, the business organization that was established before the effective date of the Law on Investment and falls into the cases specified in Points a, b and c Clause 1 Article 23 of the Law on Investment must satisfy the investment conditions and follow investment procedures in accordance with regulations applicable to foreign investors according to the Law on Investment and this Decree upon adjusting the investment project executed before the effective date of the Law on Investment; changing or adding a business line; establishing another business organization; making investment by contributing capital or purchasing shares or stakes of another business organization; making investment in the form of BCC.

3. Upon adjusting an investment project as specified in Clause 2 of this Article, the business organization shall follow procedures for approving or adjusting investment guidelines or issuing or adjusting the investment registration certificate in accordance with the corresponding regulations set out in the Law on Investment and this Decree. The investment registration authority shall only consider the satisfaction of investment conditions with respect to the contents to be adjusted without re-considering contents of the project in progress.

Article 120. Following procedures for selecting investors by holding land use right auctions before the effective date of the Law on Investment

1. In the case where a project has had the land use right auction plan approved by a competent authority and the auction has yet to be held in accordance with regulations of law on land before January 01, 2021 or the project is holding the land use right auction in accordance with regulations of law on land and the auction winning result is not available before January 01, 2021, the auction shall be continued and the step specified in Clause 2 or 3 of this Article shall be taken.

2. For the project subject to approval for its investment guidelines by the National Assembly or Prime Minister as prescribed in Articles 30 and 31 of the Law on Investment, the investor winning the auction specified in Clause 1 of this Article shall follow the procedures corresponding to the procedures for approving both investment guidelines and investor applicable to projects subject to approval for their investment guidelines by the National Assembly or Prime Minister as prescribed in this Decree.

3. For the project not subject to approval for its investment guidelines by the National Assembly or Prime Minister as prescribed in Articles 30 and 31 of the Law on Investment, the investor shall follow the procedures for issuance of the investment registration certificate (if any) without having to follow the procedures for investment guideline approval according to regulations of the Law on Investment and this Decree.

Article 121. Following procedures for selecting investors in the form of bidding before the effective date of the Law on Investment

1. Regarding a project that has been included in the approved list of projects but not been published on the National Bidding Network System in accordance with regulations of law on bidding regarding investor selection before January 01, 2021, follow the instructions below:

a) For the project subject to approval for its investment guidelines as prescribed by the Law on Investment, follow the procedures for investment guideline approval and other procedures prescribed by the Law on Investment and this Decree;

b) For the project not subject to approval for its investment guidelines as prescribed by the Law on Investment, announce the list of projects in accordance with regulations of law on bidding.

2. Regarding a project that has been included in the approved list of projects and published on the National Bidding Network System in accordance with regulations of law on bidding, follow the instructions below:

a) If the project specified in Point b Clause 1 Article 1 of the Decree No. 25/2020/ND-CP has yet to obtain the result of preliminary assessment of capacity and experience before January 01, 2021, keep carrying out the assessment as prescribed in the Decree No. 25/2020/ND-CP and follow the procedures specified in Clause 3 or 4 of this Article;

b) If the project specified in Point c Clause 1 Article 1 of the Decree No. 25/2020/ND-CP has yet to determine the number of interested investors before January 01, 2021, keep determining the number of interested investors as prescribed in the Decree No. 25/2020/ND-CP and follow the procedures specified in Clause 3 or 4 of this Article;

c) If the project specified in Point b or c Clause 1 Article 1 of the Decree No. 25/2020/ND-CP has received the result of preliminary assessment of capacity and experience or has determined the number of interested investors as prescribed in the Decree No. 25/2020/ND-CP before January 01, 2021, follow the procedures specified in Clause 3 or 4 of this Article.

3. If there is an investor satisfying preliminary requirements on capacity and experience as specified in Point b Clause 3 Article 13 of the Decree No. 25/2020/ND-CP or an interested investor as specified in Point c Clause 1 Article 16 of the Decree No. 25/2020/ND-CP, follow the instructions below:

a) For the project subject to approval for its investment guidelines as prescribed by the Law on Investment, follow the procedures corresponding to the procedures for approving both investment guidelines and investor as prescribed in Articles 31, 32 and 33 of this Decree;

b) For the project not subject to approval for its investment guidelines as prescribed by the Law on Investment, follow the procedures for investor approval as prescribed in Clause 2 Article 30 of this Decree.

4. If there are at least two investors satisfying preliminary requirements on capacity and experience as specified in Point a Clause 3 Article 13 of the Decree No. 25/2020/ND-CP or at least two interested investors as specified in Point b Clause 1 Article 16 of the Decree No. 25/2020/ND-CP, follow the instructions below:

a) For the project subject to approval for its investment guidelines by the Prime Minister as prescribed by the Law on Investment, follow the procedures for investment guideline approval as prescribed by the Law on Investment and this Decree before organizing investor selection in accordance with regulations of law on bidding;

b) For the project subject to approval for its investment guidelines by the provincial People’s Committee as prescribed by the Law on Investment, organize investor selection in accordance with regulations of law on bidding without having to following the procedures for investment guideline approval as prescribed by the Law on Investment and this Decree;

c) For the project not subject to approval for its investment guidelines as prescribed by the Law on Investment, organize investor selection in accordance with regulations of law on bidding;

d) The selected investor is not required to follow the procedures for investor approval as prescribed by the Law on Investment and this Decree.

5. If the project has the prequalification documents, bidding documents or request for proposals issued as prescribed in the Decree No. 30/2015/ND-CP and is in the process of organizing prequalification or investor selection by January 01, 2021, the prequalification or investor selection shall be continued as prescribed in the Decree No. 30/2015/ND-CP without having to follow the procedures for investment guideline approval or investor approval as prescribed by the Law on Investment and this Decree.

6. For the project on investment in housing or urban area construction that has been granted a written approval for its investment guidelines by a competent authority in accordance with regulations of the Law on Housing 2014 before January 01, 2021, which specifies the form of investor selection, it is not required to follow the investment guideline approval as prescribed by the Law on Investment and this Decree. To be specific:

a) If the list of projects has yet to be approved, approve additional preliminary requirements on capacity and experience before announcing the list of projects without having to approve the list of projects in accordance with regulations of law on bidding;

b) The cases related to investor selection in accordance with the corresponding regulations laid down in Clauses 1 and 2 of this Article. The investor executing the investment project specified in Point a Clause 3 of this Article shall follow the procedures for investor approval as prescribed in Clause 2 Article 30 of this Decree.

Article 122. Execution of other projects under Building - Transfer (BT) contracts

1. If a BT project contract specifies that another project must follow the procedures for investment guideline decision, investment guideline approval or investment approval in accordance with regulations of law on investment, housing, urban areas and construction but the investor fails to do so by January 01, 2021, it is required to follow the procedures for approval for both investment guidelines and investor without holding a land use right auction or bidding to select investors according to the Law on Investment and this Decree; if the investor has followed the aforesaid procedures but the procedures have yet to be handled, the regulations set out in Article 114 or Point a Clause 4 Article 115 of this Decree shall apply.

2. If the BT project contract does not specify that another project must follow the procedures for investment guideline decision, investment guideline approval or investment approval in accordance with regulations of law on investment, housing, urban areas and construction but the investor wishes to do so and has submitted a valid application but it has not been processed by January 01, 2021, the regulations set out in Article 114 or Point a Clause 4 Article 115 of this Decree shall apply; if an application has yet to be submitted, follow the procedures for approval for both investment guidelines and investor without holding a land use right auction or bidding to select investors according to the Law on Investment and this Decree.

3. Except for the case specified in Clauses 1 and 2 of this Article, if the BT project is eligible for transition in accordance with regulations of law on public - private partnership investment but another project has yet to follow the procedures for investment guideline decision, investment guideline approval or investment approval in accordance with regulations of law on investment, housing, urban areas and construction before January 01, 2021 and the investor wishes to do so, it is required to follow the procedures for approval for both investment guidelines and investor without holding a land use right auction or bidding to select investors according to the Law on Investment and this Decree.

Article 123. Guaranteeing investment project execution with respect to investment projects executed before the effective date of the Law on Investment

1. Any investor signing a deposit agreement with an investment registration authority before the effective date of the Law on Investment is entitled to execute their investment project under the signed agreement.

2. If the investor requests a change of the form of guarantee for project execution to apply the guarantee for deposit payment obligation according to the Law on Investment and this Decree or requests adjustment of the conditions for refund of the deposit amount agreed upon with the investment registration authority to adjust the signed deposit agreement in conformity with the Law on Investment and this Decree.

3. Only the obligations to be fulfilled after the effective date of this Decree may be adjusted under the deposit agreement as specified in Clause 2 of this Article. If the investor violates the obligation to execute the project, such investor is not allowed to make a request for change of the form of guarantee for project execution or adjustment of the conditions for refund of deposit amount until the violation is dealt with. The deposit amount refunded or not refunded before the date of adjusting the deposit agreement may be adjusted under the deposit agreement as specified in this Clause.

4. If the investor has yet to sign the deposit agreement in accordance with regulations of law on investment before the effective date of the Law on Investment and this Decree, it is required to comply with regulations on guaranteeing project execution under the Law on Investment and this Decree.

5. If the adjustment to the project objective or schedule for project execution or repurposing of land of the investment project specified in Clause 4 Article 77 of the Law on Investment results in the project being required to pay a deposit or obtain a guarantee for deposit payment obligation to guarantee project execution according to the Law on Investment and this Decree, the investor is required to pay a deposit or obtain a bank guarantee for deposit payment obligation under the Law on Investment and this Decree for the project's part subject to adjustment.

Article 124. Adjustment to projects with a commitment to transfer assets without reimbursement to the State of Vietnam or to a Vietnamese party

1. For an investment project in which the foreign investor makes a commitment to transfer their assets without reimbursement to the State of Vietnam or to a Vietnamese party (hereinafter referred to as “project with a commitment to transfer assets without reimbursement”), after the expiry of the project duration specified in the investment license, investment certificate or investment registration certificate, the foreign investor (in the case where the foreign investor makes investment in the form of BCC) or the foreign-invested business organization has the obligation to transfer assets without reimbursement in their status quo and normal operational condition to the State of Vietnam or to a Vietnamese party that is a state-owned enterprise.

2. The project with a commitment to transfer assets without reimbursement shall not be considered to remove the conditions for transfer of assets without reimbursement as committed under Clause 1 of this Article and contents of the project with a commitment to transfer assets without reimbursement are not allowed to be adjusted resulting in change of the conditions for transfer of such assets, except for the cases in Clauses 3 and 4 of this Article.

3. If land is transferred slowly to the Vietnamese Party being a state-owned enterprise (hereinafter referred to as “the Vietnamese Party”) to contribute capital in the form of land use rights, the time of slow transfer of land shall not be included in the duration of the project with a commitment to transfer assets without reimbursement.

4. If the Vietnamese Party being a state-owned enterprise transfers whole or part of the stakes in the foreign-invested enterprise, the value of the transferred stakes of such enterprise shall be determined by holding a public auction to apply the highest offer price to the Foreign Party. If the Foreign Party does not purchase or fully purchase the stakes at that highest offer price, the stakes of the Vietnamese Party shall be sold to an organization or individual paying the highest offer price.

Conditions and procedures for transferring part or whole of the stakes of the Vietnamese Party being a state-owned enterprise shall comply with regulations of law on management and use of state capital invested in manufacturing and business activities of enterprises and law on enterprises.

5. The adjustment to the project with a commitment to transfer assets without reimbursement specified in Clauses 3 and 4 of this Article shall be approved by the Prime Minister. The investor shall follow the project adjustment procedures in accordance with the corresponding regulations set forth in Section 4 Chapter IV of this Decree.

Article 125. Settlement of assets after transfer thereof without reimbursement to the State of Vietnam or to a Vietnamese party

1. The establishment of public ownership and management of assets of projects with a commitment to transfer assets without reimbursement (hereinafter referred to as “the transferred assets”) to the State of Vietnam after the expiry of the project duration according to regulations of law on management and use of public property.

2. If the transferee is a wholly state-owned enterprise, the settlement of transferred assets shall be decided by its state ownership representative agency according to regulations of law on management and use of state capital invested in manufacturing and business activities of enterprises.

3. If the transferee is an equitized state-owned enterprise, the assets shall be transferred to the state shareholder or the State of Vietnam if the State no longer has any stakes in the enterprise. The settlement of assets transferred in this case shall comply with the corresponding regulations laid down in Clauses 1 and 2 of this Article.

4. After the expiry of the land use term, the settlement of the land use rights shall comply with regulations of law on land.

Article 126. Organization and operation of enterprises issued with the investment license and investment certificate (also the business registration certificate)

1. Every enterprise operating under an investment license may continue to be organized and operate according to such investment license and its charter. For the contents not specified in the investment license and the enterprise’s charter, every enterprise shall comply with regulations of the Law on Enterprises, Law on Investment and relevant laws according to the following principles:

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 two foreign investors or more;

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 the business registration certificate) may continue to be organized and operate in accordance with such investment certificate (also the business registration certificate) and its charter. For the contents not specified in the investment certificate (also the business registration certificate) and the enterprise’s charter, the enterprise shall comply with regulations of the Law on Enterprises, Law on Investment and relevant laws.

Article 127. Replacement of investment registration certificates and enterprise registration certificates

1. Every investor whose project is granted an investment license, certificate of investment incentives, 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 replacement of the investment registration certificate to the investment registration authority, which consists of a written request for replacement of the investment registration certificate and copy of the investment license, certificate of investment incentives, investment certificate or equivalent document;

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 re-record of the investment project in the investment license, certificate of investment incentives, investment certificate or equivalent document. The business registration contents on the investment license, certificate of investment incentives or equivalent document shall remain effective.

2. Every enterprise operating under an investment license or investment certificate (also business registration certificate) or an equivalent document (hereinafter referred to as “certificate”) granted before the effective date of the Law on Investment is entitled to keep operating according to such certificate without having to follow the procedures for replacing it with an enterprise registration certificate.

3. Any investor that wishes to replace their investment registration certificate or enterprise registration certificate with an investment license or investment certificate (also the business registration certificate) or an equivalent document shall follow the procedures below:

a) Replace the enterprise registration certificate as set out in Clause 2 of this Article;

b) Replace the investment registration certificate as set out in Clause 1 of this Article (the application for replacement of an investment registration certificate includes a copy of the enterprise registration certificate 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 enterprise registration certificate as set out in Clause 2 and Clause 3 of this Article is entitled to keep inheriting all rights and obligations written on the investment license or investment certificate (also the business registration certificate) or an equivalent document from the day on which the enterprise registration certificate is granted, which contains rights and obligations to the investment project; the investor specified in the investment license or investment certificate (also the business registration certificate) or an equivalent document have the same rights and obligations to the project as those of the enterprise’s partners or shareholders.

5. Upon the expiry of the project duration or termination of the project, the enterprise operating under an investment license or investment certificate (also the business registration certificate) or an equivalent document shall follow the procedures for terminating the project according to the Law on Investment and this Decree without having to shut down the enterprise, unless otherwise prescribed by law.

Article 128. Changing business registration contents on an investment license or investment certificate (also the business registration certificate)

1. An enterprise operating under an investment license or investment certificate (also the business registration certificate) or an equivalent document shall change business registration contents at a business registration authority in accordance with regulations of law on enterprises.

2. In case of adjustment of both business registration contents and contents of the project, the business organization shall follow procedures for adjusting business registration contents at a business registration authority in order to obtain an enterprise registration certificate as set out in Clause 1 of this Article. After an enterprise registration certificate is granted, the business organization shall adjust contents of 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 contents of registration of a branch or representative office of an enterprise operating under an investment license or investment certificate (also the business registration certificate) or an equivalent document granted before the effective date of the Law on Investment, the enterprise shall follow procedures in accordance with the corresponding regulations of law on enterprises.

Article 129. Suspension, shutdown, re-organization and dissolution of enterprises operating under investment licenses or investment certificates (also business registration certificates)

1. An enterprise operating under an investment license or investment certificate (also the business registration certificate) shall follow procedures for suspension, shutdown, re-organization or dissolution at a business registration authority.

2. Documentation and procedures for suspension, shutdown, re-organization or dissolution of enterprises operating under an investment license or investment certificate (also the business registration certificate) shall comply with regulations of law on enterprises.

Article 130. Implementation of investment promotion programs and activities

Any 2021 investment promotion program or activity that is being developed and implemented under the Prime Minister’s Decision on promulgation of regulations on state management of investment promotion activities and Prime Minister’s Decision on promulgation of regulations on development and implementation of the National Investment Promotion Program shall continue to be implemented according to these Decisions.

Section 3. IMPLEMENTATION CLAUSE

Article 131. Effect

1. This Decree comes into force from the date on which it is signed.

2. The following Decrees and regulation shall cease to have effect from the effective date of the Law on Investment:

a) Government’s Decree No. 118/2015/ND-CP dated November 12, 2015;

b) Government’s Decree No. 37/2020/ND-CP dated March 30, 2020;

c) Government’s Decree No. 83/2015/ND-CP dated September 25, 2015;

d) Government’s Decree No. 104/2007/ND-CP dated June 14, 2007;

dd) Government’s Decree No. 69/2016/ND-CP dated July 01, 2016;

e) Government’s Decree No. 79/2016/ND-CP dated July 01, 2016;

g) Article 2 of the Decree No. 100/2018/ND-CP dated July 16, 2018.

Article 132. Responsibility for implementation

1. The Ministry of Planning and Investment shall elaborate and provide guidance on implementation of the Articles and Clauses assigned in the Law on Investment and this Decree.

2. Ministries and ministerial agencies, within their jurisdiction, shall:

a) request the Government to consider repealing, amending or adding business investment conditions applied to conditional business lines repealed, amended or added under the Law on Investment;

b) request the Government to consider laying down, amending or adding conditions applied to business lines subject to conditional outward investment under the Law on Investment;

c) request the Government to consider promulgating, amending or adding other Decrees related to business investment to guarantee the implementation of the Law on Investment and this Decree.

3. Ministers, heads of ministerial agencies, heads of Governmental agencies, Presidents of People’s Committees of provinces and central-affiliated cities shall, within their jurisdiction, provide guidelines and implement this Decree.

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Trong bối cảnh toàn cầu hóa kinh tế ngày nay, đầu tư trực tiếp nước ngoài (FDI) đã trở thành một trong những yếu tố quan trọng thúc đẩy sự phát triển của nhiều quốc gia, đặc biệt là Việt Nam. FDI không chỉ mang lại nguồn vốn đầu tư mà còn góp phần chuyển giao công nghệ, tạo ra việc làm và nâng cao năng lực cạnh tranh. Tuy nhiên, để thực hiện đầu tư FDI một cách hiệu quả, nhà đầu tư cần nắm rõ các quy định pháp luật liên quan. Bài viết này sẽ giúp bạn hiểu rõ FDI là gì và những quy định pháp luật hiện hành về đầu tư FDI tại Việt Nam, từ đó có cái nhìn toàn diện hơn về cơ hội và thách thức trong lĩnh vực này. 08/11/2024

Danh mục ngành nghề tiếp cận thị trường có điều kiện đối với nhà đầu tư nước ngoài năm 2024

Danh mục ngành nghề tiếp cận thị trường có điều kiện đối với nhà đầu tư nước ngoài năm 2024

Việc thu hút đầu tư nước ngoài luôn là một trong những chiến lược quan trọng để phát triển kinh tế, nhưng đồng thời, cũng cần có những quy định chặt chẽ nhằm bảo vệ lợi ích quốc gia. Để đảm bảo tính minh bạch và công bằng, nhà nước thường đưa ra các danh mục ngành nghề tiếp cận thị trường có điều kiện đối với nhà đầu tư nước ngoài. Năm 2024, danh mục này sẽ có những thay đổi gì? Bài viết dưới đây sẽ giới thiệu và phân tích các ngành nghề có điều kiện mà nhà đầu tư nước ngoài cần lưu ý khi tham gia vào thị trường Việt Nam. 08/11/2024