Chương IV Nghị định 45/2023/NĐ-CP hướng dẫn luật dầu khí: Hợp đồng dầu khí

Chapter IV

PETROLEUM CONTRACTS

Article 21. Documents and procedures for assessment, approval of petroleum contract

1. Within 30 days from the date on which petroleum contract negotiation concludes, the PVN shall submit 2 sets of documents (1 set of original documents and 1 set of copies) to the Ministry of Industry and Trade directly or via post service to request approval for petroleum contracts. The documents consist of:

a) Written request for approval of petroleum contracts;

b) Draft petroleum contracts agreed upon by the PVN and contractors; written presentation for difference between draft petroleum contracts under bidding documents or shopping documents or request for proposals and agreed draft petroleum contracts;

c) Certified true copies of certificate of operation registration in case of organization participants in petroleum contracts; certified true copies of ID Cards or Citizen ID Cards or passports in case of individual participants in petroleum contracts;

d) Letter of guarantee for fulfillment of contractual obligations of contractors or each contractor in contractor consortium issued by credit institutions, foreign bank branches, or parent companies of contractors, or each contractor in contractor consortium at request of the PVN on the basis of the contractors’ financial statement evaluation results;

dd) Documents of contractors or each contractor in contractor consortium, including: company charters, financial statements of the last 3 years, and other relevant legal documents serving as the basis for petroleum contract negotiation, copies of declaration of tax obligation of the latest year if regulated by Vietnamese tax laws.

e) Other relevant documents.

2. Within 5 working days from the date on which adequate documents are received, the Ministry of Industry and Trade shall send written request to the Ministry of Planning and Investment, Ministry of Finance, Ministry of Justice, Ministry of National Defense, Ministry of Foreign Affairs, Ministry of Public Security, Committee for Management of State Capital at Enterprises (if PVN participates in petroleum contracts as contractors), and relevant ministries, central departments to provide feedback.

3. Within 15 days from the date on which written request for feedback sent by the Ministry of Industry and Trade is received, ministries and central departments must send written feedback within their competence to the Ministry of Industry and Trade.

4. Within 45 days from the date on which adequate documents are received, the Ministry of Industry and Trade shall assess petroleum contracts and request the Prime Minister to approve. The documents consist of:

a) Written presentation of assessment results and request for approval of petroleum contracts to be sent to the Prime Minister;

b) Documents under Clause 1 of this Article;

c) Consolidated report on acknowledgement and presentation of feedback of ministries, central departments, and copies of written feedback of ministries and central departments.

5. Within 5 working days from the date on which written approval for petroleum contracts is received, the PVN and contractors shall sign petroleum contracts.

Article 22. Documents and procedures for issuance of investment registration certificate

1. Within 5 working days from the date on which petroleum contracts are signed, the PVN shall submit 1 set of original documents to the Ministry of Industry and Trade to request issuance of investment registration certificate (IRC) to contractors performing petroleum operations. The documents consist of:

a) Written request for issuance of IRC for signed petroleum contracts to contractors performing petroleum operations;

b) Original petroleum contracts signed by the PVN and the contractors.

2. Within 15 days from the date on which adequate documents are received, the Ministry of Industry and Trade shall issue investment registration certificate to contractors and the PVN and send original copies of the IRC to the Ministry of Finance, Ministry of Planning and Investment, Ministry of Justice, and tax authorities.

3. Within 30 days from the date on which contractors fulfill all obligations under petroleum contracts or the date on which petroleum contracts are terminated in accordance with Article 35 of the Law on Petroleum (whichever comes later), the contractors must submit original copies, main copies of IRC and revised IRC (if any) to the PVN in order to submit to the Ministry of Industry and Trade.

Article 23. Documents and procedures for assessment, approval for revision of petroleum contracts and issuance of revised investment registration certificate

1. Pursuant to Clause 1 Article 28 of the Law on Petroleum, at request of contractors approved by the PVN, the PVN shall submit 2 sets of documents (1 set of original documents and 1 set of copies) to the Ministry of Industry and Trade directly or via post service to request revision to petroleum contracts and issue revised investment registration certificate. The documents consist of:

a) Written request for approval of revised petroleum contracts and issuance of revised IRC which states reason for revision; explanation for contents of petroleum contracts to be revised; assessment of the PVN regarding request of the contractors;

b) Agreement on addition and revision to petroleum contracts agreed upon by the PVN and the contractors;

c) Other relevant documents.

2. Procedures for assessing and approving revision to petroleum contracts shall conform to Clauses 2, 3, and 4 Article 21 hereof.

3. Within 5 working days from the date on which written approval for revision to petroleum contracts sent by the Prime Minister is received, the Ministry of Industry and Trade shall issue revised IRC to the contractors and PVN while sending the original copies of revised IRC to the Ministry of Finance, Ministry of Planning and Investment, Ministry of Justice, and tax authorities.

Article 24. Petroleum product sharing contract

1. Petroleum product sharing contracts must conform to contract form under Appendix attached hereto.

2. PVN and contractors shall only negotiate details mentioned under “dependent on bidding or negotiation results” and other details under Article 20.7 of the contract form.

Article 25. Documents and procedures for approving extension of hydrocarbon exploration time limit

1. Hydrocarbon exploration period under Clause 1 Article 31 of the Law on Petroleum can be divided into smaller periods.

2. At least 60 days before the end of each smaller period or final day of hydrocarbon exploration period, on the basis of request of contractors approved by the PVN, the PVN shall submit 2 sets of documents (1 set of original documents and 1 set of copies) to the Ministry of Industry and Trade directly or via post service to request approval for extension of hydrocarbon exploration period. The documents consist of:

a) Written request for approval of extension of hydrocarbon exploration period which states reason for extension; plans for performing petroleum operations during extended period; additional work commitment, corresponding financial commitment, and other propositions to be implemented during extended period (if any);

b) Assessment of PVN regarding request of the contractors; documents on acknowledgement and presentation of the contractors (if any);

c) Other relevant documents.

3. Within 5 working days from the date on which adequate documents are received, the Ministry of Industry and Trade shall send written request to the Ministry of Planning and Investment, Ministry of Finance, Ministry of Justice, Ministry of National Defense, Ministry of Foreign Affairs, Ministry of Public Security, Committee for Management of State Capital at Enterprises (if PVN participates in petroleum contracts as contractors), and relevant ministries, central departments to provide feedback.

4. Within 15 days from the date on which written request for feedback sent by the Ministry of Industry and Trade is received, ministries and central departments must send written feedback within their competence to the Ministry of Industry and Trade.

5. Within 45 days from the date on which adequate documents are received, the Ministry of Industry and Trade shall promulgate written approval for extension of hydrocarbon exploration period.

Article 26. Documents and procedures for assessment and approval of extension of petroleum contracts

1. At least 1 year prior to the termination of petroleum contracts, at request of contractors approved by the PVN, the PVN shall submit 2 sets of documents (1 set of original documents and 1 set of copies) to the Ministry of Industry and Trade directly or via post to request approval for extension of petroleum contracts. The documents consist of:

a) Written request for approval of extension of petroleum contracts which states reason for extension; plans for implementing petroleum operations during extended period; minimum work obligations and minimum financial obligations during extended period (if any);

b) Assessment of PVN regarding request of the contractors; documents on acknowledgement and presentation of the contractors (if any);

c) Other relevant documents.

2. Within 5 working days from the date on which adequate documents are received, the Ministry of Industry and Trade shall send written request to the Ministry of Planning and Investment, Ministry of Finance, Ministry of Justice, Ministry of National Defense, Ministry of Foreign Affairs, Ministry of Public Security, Committee for Management of State Capital at Enterprises (if PVN participates in petroleum contracts as contractors), and relevant ministries, central departments to provide feedback.

3. Within 15 days from the date on which written request for feedback sent by the Ministry of Industry and Trade is received, ministries and central departments must send written feedback within their competence to the Ministry of Industry and Trade.

4. Within 45 days from the date on which adequate documents are received, the Ministry of Industry and Trade shall promulgate documents approving extension of petroleum contracts.

Article 27. Documents and procedures for assessment, approval of extension of hydrocarbon exploration, extension of petroleum contracts in special cases

1. At least 60 days prior to the end of hydrocarbon exploration period or at least 1 year prior to the termination of petroleum contracts, at request of contractors approved by the PVN, the PVN shall submit 2 sets of documents (1 set of original documents and 1 set of copies) to the Ministry of Industry and Trade directly or via post service to request extension of hydrocarbon exploration or extension of petroleum contracts in special cases for assessment. The documents consist of:

a) Written request for approval of extension of hydrocarbon exploration period or extension of petroleum contracts which states reason for extension and fulfillment of conditions under Clause 4 Article 31 of the Law on Petroleum; plans for implementing petroleum operations during extended period; additional work obligations, corresponding financial obligations, and other expected propositions during extended period (if ay);

b) Assessment of PVN regarding request of the contractors; documents on acknowledgement and presentation of the contractors (if any);

c) Other relevant documents.

2. Within 5 working days from the date on which adequate documents are received, the Ministry of Industry and Trade shall send written request to the Ministry of Planning and Investment, Ministry of Finance, Ministry of Justice, Ministry of National Defense, Ministry of Foreign Affairs, Ministry of Public Security, Committee for Management of State Capital at Enterprises (if PVN participates in petroleum contracts as contractors), and relevant ministries, central departments to provide feedback.

3. Within 15 days from the date on which written request for feedback sent by the Ministry of Industry and Trade is received, ministries and central departments must send written feedback within their competence to the Ministry of Industry and Trade.

4. Within 45 days from the date on which adequate documents are received, the Ministry of Industry and Trade shall assess request for extension of hydrocarbon exploration period or extension of petroleum contracts in special cases and submit to the Prime Minister for consideration and approval. The documents consist of:

a) Written report on assessment results sent to the Prime Minister and written request for approval of extension of hydrocarbon exploration period or extension of petroleum contracts in special cases;

b) Documents under Clause 1 of this Article;

c) Consolidated report on acknowledgement and presentation of feedback of ministries, central departments, and copies of written feedback of ministries and central departments.

Article 28. Documents and procedures for assessment, approval for retention of discovery area

1. Within 90 days from the date on which commercial discovery is made, at request of contractors approved by the PVN, the PVN shall submit 2 sets of documents (1 set of original documents and 1 set of copies) to the Ministry of Industry and Trade directly or via post service to request approval for retention of discovery area for up to 5 years. The documents consist of:

a) Written request for approval of retention of discovery area which states reason and fulfillment of conditions under Clause 5 Article 31 of the Law on Petroleum; plans for developing gas discovery; additional work obligations, corresponding financial obligations, and expected implementation during retention of discovery area (if any);

b) Assessment of PVN regarding request of the contractors; documents on acknowledgement and presentation of the contractors (if any);

c) Other relevant documents.

2. Within 5 working days from the date on which adequate documents are received, the Ministry of Industry and Trade shall send written request to the Ministry of Planning and Investment, Ministry of Finance, Ministry of Justice, Ministry of National Defense, Ministry of Foreign Affairs, Ministry of Public Security, Committee for Management of State Capital at Enterprises (if PVN participates in petroleum contracts as contractors), and relevant ministries, central departments to provide feedback.

3. Within 15 days from the date on which written request for feedback sent by the Ministry of Industry and Trade is received, ministries and central departments must send written feedback within their competence to the Ministry of Industry and Trade.

4. Within 45 days from the date on which adequate documents are received, the Ministry of Industry and Trade shall promulgate documents approving retention of discovery area for up to 5 years.

5. At least 90 days prior to the end of retention period of discovery area approved by the Ministry of Industry and Trade, if discovery area is to be retained for no more than 2 years in accordance with Clause 5 Article 31 of the Law on Petroleum, at request of contractors approved by the PVN, the PVN shall submit 2 sets of documents (1 set of original documents and 1 set of copies) to the Ministry of Industry and Trade directly or via post service to request for extension of retention period of discovery area. The documents consist of:

a) Written request for approval of extension of retention period of discovery area which states reason and fulfillment of conditions under Clause 5 Article 31 of the Law on Petroleum; plans for developing gas discovery; additional work obligations, corresponding financial obligations, and expected implementation during retention of discovery area (if any);

b) Assessment of PVN regarding request of the contractors; documents on acknowledgement and presentation of the contractors (if any);

c) Other relevant documents.

6. Within 5 working days from the date on which adequate documents are received, the Ministry of Industry and Trade shall send written request to the Ministry of Planning and Investment, Ministry of Finance, Ministry of Justice, Ministry of National Defense, Ministry of Foreign Affairs, Ministry of Public Security, Committee for Management of State Capital at Enterprises (if PVN participates in petroleum contracts as contractors), and relevant ministries, central departments to provide feedback.

7. Within 15 days from the date on which written request for feedback sent by the Ministry of Industry and Trade is received, ministries and central departments must send written feedback within their competence to the Ministry of Industry and Trade.

8. Within 45 days from the date on which adequate documents are received, the Ministry of Industry and Trade shall assess the request for extension of retention period of discovery area and request the Prime Minister to approve. The documents consist of:

a) Written report to the Prime Minister on assessment report and request for approval of extension of retention period of discovery area;

b) Documents under Clause 5 of this Article;

c) Consolidated report on acknowledgement and presentation of feedback of ministries, central departments, and copies of written feedback of ministries and central departments.

Article 29. Documents and procedures for approval of temporary suspension of execution of certain rights and obligations under petroleum contracts due to force majeure

1. In case of force majeure, the PVN and contractors shall negotiate methods for temporarily suspending execution of certain rights and obligations under petroleum contracts.

2. Within 30 days from the date on which an agreement with the contractors has been reached, the PVN shall submit 2 sets of documents (1 set of original documents and 1 set of copies) to the Ministry of Industry and Trade directly or via post service to request approval for methods for temporarily suspending execution of certain rights and obligations under petroleum contracts due to force majeure. The documents consist of:

a) Written request for approval of methods for temporarily suspending execution of certain rights and obligations under petroleum contracts due to force majeure;

b) Written propositions of the contractors (if any);

c) Other relevant documents.

3. Within 5 working days from the date on which adequate documents are received, the Ministry of Industry and Trade shall send written request to the Ministry of Planning and Investment, Ministry of Finance, Ministry of Justice, Ministry of National Defense, Ministry of Foreign Affairs, Ministry of Public Security, Committee for Management of State Capital at Enterprises (if PVN participates in petroleum contracts as contractors), and relevant ministries, central departments to provide feedback.

4. Within 15 days from the date on which written request for feedback sent by the Ministry of Industry and Trade is received, ministries and central departments must send written feedback within their competence to the Ministry of Industry and Trade.

5. Within 45 days from the date on which adequate documents are received, the Ministry of Industry and Trade shall promulgate documents approving methods for temporarily suspending execution of certain rights and obligations under petroleum contracts due to force majeure.

Article 30. Documents and procedures for assessment, approval of temporary suspension of execution of certain rights and obligations under petroleum contracts due to national defense and security reasons

1. Based on actual situations and reports of competent authorities in national defense and security, for the purpose of maintaining an environment of peace and stability, national and people benefits, the Prime Minister shall decide on temporary suspension of execution of certain rights and obligations under petroleum contracts for national defense, security reasons in accordance with Clause 7 Article 31 of the Law on Petroleum and request the PVN to notify the contractors.

2. On the basis of results of negotiation with the contractors, the PVN shall submit 2 sets of documents (1 set of original documents and 1 set of copies) to the Ministry of Industry and Trade directly or via post service to request temporary suspension of certain rights and obligations under petroleum contracts for national defense and security reasons. The documents consist of:

a) Written report on negotiation results regarding temporary suspension of execution of certain rights and obligations under petroleum contracts due to national defense and security reasons which states information on petroleum contracts;

b) Other relevant documents.

3. Within 5 working days from the date on which adequate documents are received, the Ministry of Industry and Trade shall send written request to the Ministry of Planning and Investment, Ministry of Finance, Ministry of Justice, Ministry of National Defense, Ministry of Foreign Affairs, Ministry of Public Security, Committee for Management of State Capital at Enterprises (if PVN participates in petroleum contracts as contractors), and relevant ministries, central departments to provide feedback.

4. Within 15 days from the date on which written request for feedback sent by the Ministry of Industry and Trade is received, ministries and central departments must send written feedback within their competence to the Ministry of Industry and Trade.

5. Within 45 days from the date on which adequate documents are received, the Ministry of Industry and Trade shall assess report on temporary suspension of execution of certain rights and obligations under petroleum contracts for national defense and security reasons and request the Prime Minister to approve. The documents consist of:

a) Written report to the Prime Minister on assessment results and request for approval of methods for temporarily suspending execution of certain rights and obligations under petroleum contracts for national defense and security reasons;

b) Documents under Clause 2 of this Article;

c) Consolidated report on acknowledgement and presentation of feedback of ministries, central departments, and copies of written feedback of ministries and central departments.

Article 31. Return of petroleum contract area and documents, procedures for approval of retention or temporary relinquishment of obligation to return petroleum contract area

1. Contractors must return a minimum of 20% of initial petroleum contract area at the end of each component periods of hydrocarbon exploration periods except for petroleum mine development area, retained area, and area where return obligation is temporarily suspended in accordance with Clause 3 Article 32 of the Law on Petroleum.

2. Contractors have the right to return petroleum contract area at any time throughout hydrocarbon exploration period. Area that has been voluntarily returned shall be deducted from total area to be returned in relevant period. Voluntary return of petroleum contract area shall not reduce obligations applicable to relevant period as well as the returned area.

3. Petroleum contract area to be returned must be convenient for subsequent petroleum operations.

4. On an annual basis, the PVN shall consolidate return of petroleum contract area made by contractors and report to the Ministry of Industry and Trade for monitoring; propose revised list of oil blocks (if necessary) in accordance with Article 12 hereof.

5. If full retention of petroleum contract area is required or temporary relinquishment of obligation to return petroleum contract area is required, at request of contractors approved by the PVN, the PVN shall submit 2 sets of documents (1 set of original documents and 1 set of copies) to the Ministry of Industry and Trade directly or via post service to request approval for full retention of petroleum contract area or temporary relinquishment of obligation to return petroleum contract area. The documents consist of:

a) Written request for approval of full retention of petroleum contract area or temporary relinquishment of obligation to return petroleum contract area which states reason and duration of retention period of petroleum contract area or suspension of obligation to return petroleum contract area; plans for implementing petroleum operations during retention period of petroleum contract area; expected additional work obligations and corresponding financial obligations during retention period of petroleum contract area or suspension period of obligation to return petroleum contract area;

b) Assessment of PVN regarding request of the contractors; documents on acknowledgement and presentation of the contractors (if any);

c) Other relevant documents.

6. Within 5 working days from the date on which adequate documents are received, the Ministry of Industry and Trade shall send written request to the Ministry of Planning and Investment, Ministry of Finance, Ministry of Justice, Ministry of National Defense, Ministry of Foreign Affairs, Ministry of Public Security, Committee for Management of State Capital at Enterprises (if PVN participates in petroleum contracts as contractors), and relevant ministries, central departments to provide feedback.

7. Within 15 days from the date on which written request for feedback sent by the Ministry of Industry and Trade is received, ministries and central departments must send written feedback within their competence to the Ministry of Industry and Trade.

8. Within 45 days from the date on which adequate documents are received, the Ministry of Industry and Trade shall promulgate documents approving full retention of petroleum contract area or temporary relinquishment of obligation to return petroleum contract area.

Article 32. Documents and procedures for assessment, approval for expansion of petroleum contract area, consolidation of petroleum discovery and oil, gas field

1. Pursuant to Clause 4 and Clause 5 Article 32 of the Law on Petroleum, at request of contractors approved by the PVN, the PVN shall submit 2 sets of documents (1 set of original documents and 1 set of copies) to the Ministry of Industry and Trade directly or via post service to request expansion of petroleum contract area or consolidation of petroleum discovery and oil, gas field. The documents consist of:

a) Written request for approval of expansion of petroleum contract area or consolidation of petroleum discovery, oil, gas field which states reason, research and assessment results regarding area requested to be expanded or solutions for consolidating petroleum discovery, oil, gas field;

b) Assessment of PVN regarding request of the contractors; documents on acknowledgement and presentation of the contractors (if any);

c) Other relevant documents.

2. Within 5 working days from the date on which adequate documents are received, the Ministry of Industry and Trade shall send written request to the Ministry of Planning and Investment, Ministry of Finance, Ministry of Justice, Ministry of National Defense, Ministry of Foreign Affairs, Ministry of Public Security, Committee for Management of State Capital at Enterprises (if PVN participates in petroleum contracts as contractors), and relevant ministries, central departments to provide feedback.

3. Within 15 days from the date on which written request for feedback sent by the Ministry of Industry and Trade is received, ministries and central departments must send written feedback within their competence to the Ministry of Industry and Trade.

4. Within 45 days from the date on which adequate documents are received, Ministry of Industry and Trade shall assess request for expansion of petroleum contract area or consolidation of petroleum discovery, oil, gas fields and request the Prime Minister to approve. The documents consist of:

a) Written report to the Prime Minister on assessment results and request for approval of expansion of petroleum contract area or consolidation of petroleum discovery, oil, gas field;

b) Documents under Clause 1 of this Article;

c) Consolidated report on acknowledgement and presentation of feedback of ministries, central departments, and copies of written feedback of ministries and central departments.

5. Agreement regarding rules for consolidating petroleum discovery, oil, gas field in overall field development plan; agreement regarding consolidation of petroleum discovery, oil and gas field shall be presented by contractors in early development plans, field development plans.

Article 33. Documents and procedures for assessment, approval for transfer of rights and obligations under petroleum contracts and issuance of revised IRC

1. Pursuant to Clause 1 Article 36 of the Law on Petroleum, at request of contractors approved by the PVN, the PVN shall submit 2 sets of documents (1 set of original documents and 1 set of copies) to the Ministry of Industry and Trade directly or via post service to request approval for transfer of rights and obligations under petroleum contracts. The documents consist of:

a) Written request for approval of transfer of rights and obligations under petroleum contracts and issuance of revised IRC which states reason and fulfillment of conditions under Clause 1 Article 36 of the Law on Petroleum;

b) Assessment of PVN regarding request of the contractors; documents on acknowledgement and presentation of the contractors (if any);

c) Certified true copies of certificate of operation registration, company charters, and financial statements in the last 3 years of recipients that are organizations; certified true copies of ID card or Citizen ID Card or passport and documents proving financial capability of recipients that are individuals;

d) Contracts or agreements on transfer of rights and obligations under petroleum contracts which specify transfer tax duties of relevant parties and other financial obligations in accordance with Vietnamese laws;

dd) Agreements on amendments to petroleum contracts agreed upon by the PVN and contractors;

e) Guarantee for contract obligation execution of recipients of transferred participating interests in petroleum contracts published by commercial banks or guarantee of parent companies of recipients or other forms of guarantee at request of the PVN (if necessary on the basis of financial statement assessment);

g) Tax declaration and explanation for transfer tax (if any) in accordance with tax laws; notice of tax authority regarding receipt of tax declaration in accordance with tax laws;

h) Other relevant documents.

2. Within 5 working days from the date on which adequate documents are received, the Ministry of Industry and Trade shall send written request to the Ministry of Planning and Investment, Ministry of Finance, Ministry of Justice, Ministry of National Defense, Ministry of Foreign Affairs, Ministry of Public Security, Committee for Management of State Capital at Enterprises (if PVN participates in petroleum contracts as contractors), and relevant ministries, central departments to provide feedback.

3. Within 15 days from the date on which written request for feedback sent by the Ministry of Industry and Trade is received, ministries and central departments must send written feedback within their competence to the Ministry of Industry and Trade.

4. Within 45 days from the date on which adequate documents are received, the Ministry of Industry and Trade shall assess the transfer of rights and obligations under petroleum contracts and request the Prime Minister to consider and approve. The documents consist of:

a) Written presentation of assessment results and request for approval of transfer of rights and obligations under petroleum contracts to be sent to the Prime Minister;

b) Documents under Clause 1 of this Article;

c) Consolidated report on acknowledgement and presentation of feedback of ministries, central departments, and copies of written feedback of ministries and central departments.

5. Within 5 working days from the date on which approval for transfer of rights and obligations under petroleum contracts of the Prime Minister is received, the Ministry of Industry and Trade shall issue revised IRC to contractors and PVN and send original copies to the Ministry of Finance, Ministry of Planning and Investment, Ministry of Justice, and tax authority.

6. In case of change to owners of contractors holding participating interests in petroleum contracts, contractors shall declare and pay taxes on behalf of the owners regarding income related to petroleum contracts in Vietnam (if any) or file reports to tax authority if they are not subject to tax in accordance with Vietnamese laws. Tax declaration or reports sent to tax authority and notice of tax authority regarding receipt of documents sent by the contractors must be attached to reports filed to tax authority regarding change of ownership. If the transfer occurs outside of Vietnam, the documents must include information on: country, territory, time of completion of transfer; whether fulfillment of tax obligations of transfer includes property value, participating interests in petroleum contracts in Vietnam or not; if the fulfillment of tax obligations of transfer includes property value, right to participate in petroleum contracts in Vietnam, state the basis and methods for determining value of the portion of property and right in Vietnam. In case parent companies or direct owners of contractors have issued letter of guarantee for previous petroleum contracts, contractors must provide letter of guarantee of new owners which must be approved by the PVN.

7. If contractors undergo merger, acquisition, full division, partial division, change to registration country, or other operations that alter basic information of the contractors recorded in IRC or petroleum contracts, the contractors must adopt procedures for amending IRC, declare and pay taxes for taxable income in accordance with regulations and law of Vietnam and international treaties to which Vietnam is a signatory.

8. Within 15 days from the date on which contractors change their address or legal representatives, the contractors must notify the Ministry of Industry and Trade, the PVN, and relevant contractors mentioned under petroleum contracts in writing.

9. Contractors are responsible for adequacy and legitimacy of tax declaration and payment (if any) or reports filed to tax authority if they are not subject to tax as per the law; shall be met with legal actions for inadequate or illegitimate declaration and reporting.

Article 34. Documents and procedures for assessment and approval of execution of the right to participate, priority over participating interests, receipt of participating interests in petroleum contracts of the PVN

1. Pursuant to Clause 1 and Clause 2 Article 39 of the Law on Petroleum, on the basis of conditions agreed upon between contractors and the PVN, the PVN shall submit 2 sets of documents (1 set of original documents and 1 set of copies) to the Ministry of Industry and Trade directly or via post service to request approval of the right to participate in petroleum contract or priority over participating interests which the contractors intend to transfer under signed petroleum contracts or receipt of the entirety of contractor benefits in case the contractors withdraw from petroleum contracts for special reasons. The documents consist of:

a) Written request for approval of exercising of the right to participate or priority over participating interests or receipt of participating interest in petroleum contracts and issuance of revised IRC, including investment opportunity assessment;

b) Notice of the PVN regarding exercising of the right to participate or agreement between the PVN and contractors regarding exercising of priority over participating interests or receipt of participating interests in petroleum contracts; documents sent by the Prime Minister requesting the PVN to receive participating interests of contractors that withdraw from petroleum contracts due to special reasons;

c) Agreements on amendments to petroleum contracts agreed upon by the PVN and contractors;

d) Other relevant documents.

2. Within 5 working days from the date on which adequate documents are received, the Ministry of Industry and Trade shall send request for feedback to Ministry of Planning and Investment, Ministry of Finance, Ministry of Justice, Ministry of National Defense, Ministry of Foreign Affairs, Ministry of Public Security, and relevant ministries and central departments.

3. Within 15 days from the date on which written request for feedback sent by the Ministry of Industry and Trade is received, ministries and central departments must send written feedback within their competence to the Ministry of Industry and Trade.

4. Within 45 days from the date on which adequate documents are received, the Ministry of Industry and Trade shall assess request for exercising of the right to participate or priority over participating interests or receipt of participating interests in petroleum contracts of the PVN and request the Prime Minister to consider, approve. The documents consist of:

a) Report to the Prime Minister on assessment results and request for approval of exercising of the right to participate or priority over participating interest or receipt of participating interests in petroleum contracts of the PVN;

b) Documents under Clause 1 of this Article;

c) Consolidated report on acknowledgement and presentation of feedback of ministries, central departments, and copies of written feedback of ministries and central departments.

5. Within 5 working days from the date on which approval of the Prime Minister for exercising of the right to participate or priority over participating interests or receipt of participating interests in petroleum contracts is acquired, the Ministry of Industry and Trade shall issue revised IRC to contractors and the PVN and send original copies to the Ministry of Finance, Ministry of Planning and Investment, Ministry of Justice, and tax authority.

Article 35. Documents and procedures for establishment, termination, and change of operating offices of foreign operators in petroleum contracts

1. Within 60 days from the date on which IRC comes into effect, operators shall submit 1 set of original documents for registration of operating office establishment to Departments of Planning and Investment where the operating offices are located. The documents consist of:

a) Written registration for operating office establishment signed by competent representatives of operators;

b) Certified true copies of IRC;

c) Decision on employment or hiring contracts with respect to heads of operating offices of operators;

d) Certified true copies of ID Card or Citizen ID Card or passport of heads of operating offices.

2. Within 15 days from the date on which adequate documents are received, the Departments of Planning and Investment shall issue certificate of operation registration of operating office.

3. Operating period of operating offices shall conform to effective period of IRC or revised IRC except for cases where IRC is extended for the purpose of fulfilling obligations to host countries upon termination of petroleum contracts.

4. Departments of Planning and Investment shall send copies of certificate of operation registration of operating offices to the Ministry of Industry and Trade, Ministry of Planning and Investment, Ministry of Finance, Ministry of Justice, and PVN.

5. Within 15 days from the date on which change to address of operating offices, heads of operating offices, takeover of operating offices from previous operators, and other information on issued certificate of operation registration of operating offices occurs, operators shall adopt procedures for revising information of issued certificate of operation registration of operating offices in accordance with Clause 1 of this Article and notify tax authority about the changes.

6. In case of termination of operating offices, operators shall send 1 set of original documents requesting termination of operating offices to Departments of Planning and Investment where the operating offices. The documents consist of:

a) Notice on termination of operating offices signed by competent representatives of operators;

b) List of employees and their applicable benefits;

c) Seals and certification of seal specimen (if any);

d) Written confirmation of tax authority regarding operating office’s fulfillment of tax duties and closure of taxpayer identification number in case of termination of petroleum contracts;

dd) Original copies of establishment registration of operating office.

7. Within 15 days from the date on which adequate documents are received, Departments of Planning and Investment shall send notice on removal of operating offices to operators, Ministry of Industry and Trade, Ministry of Planning and Investment, Ministry of Finance, Ministry of Justice, the PVN, and tax authority.

8. Operating offices are responsible for fulfilling obligations according to Vietnamese regulations and laws prior to their termination.

Article 36. Documents and procedures for assessment, approval of follow-up plan for oil fields, groups of oil fields, oil blocks upon expiry of petroleum contracts

1. If contractors under petroleum contracts propose signing new petroleum contracts upon expiry of current petroleum contracts according to Clause 2 Article 40 of the Law on Petroleum, the PVN shall implement direct contracting in accordance with Article 21 of the Law on Petroleum and this Decree. The PVN shall approve and distribute request for proposals.

2. If contractors executing petroleum contracts propose signing of new petroleum contracts with different economic and technical conditions, the PVN shall report to the Ministry of Industry and Trade for assessment, request the Prime Minister to approve shopping methods for contractors above in accordance with this Decree.

3. If contractors under petroleum contracts do not propose signing of new petroleum contracts, the PVN shall submit 2 sets of documents (1 set of original documents and 1 set of copies) to the Ministry of Industry and Trade directly or via post service to request approval for follow-up plans for oil fields, groups of oil fields, oil blocks upon expiry of petroleum contracts at least 6 months prior to the expiry of petroleum contracts. The documents consist of:

a) Written request for approval of follow-up plan for oil fields, oil blocks upon expiry of petroleum contracts which evaluates oil field conditions, oil field group conditions, oil block conditions; estimation of remaining petroleum resources and reserves;

b) Expected solutions for implementation upon expiry of petroleum contracts: ceasing to operate oil fields, groups of oil fields, oil blocks; continuing with operation of oil fields, groups of oil fields, oil blocks on the basis of new petroleum contracts with appropriate economic and technical conditions; or assigning the PVN to salvage operation of oil fields, groups of oil fields, oil blocks;

c) Draft financial regulations for regulating petroleum operations during periods that start from receipt of oil fields, groups of oil fields, oil blocks to signing of new petroleum contracts;

d) Other relevant documents.

4. Within 5 working days from the date on which adequate documents are received, the Ministry of Industry and Trade shall send request for feedback to Ministry of Planning and Investment, Ministry of Finance, Ministry of Justice, Ministry of National Defense, Ministry of Foreign Affairs, Ministry of Public Security, and relevant ministries and central departments.

5. Within 15 days from the date on which written request for feedback sent by the Ministry of Industry and Trade is received, ministries and central departments must send written feedback within their competence to the Ministry of Industry and Trade.

6. Within 45 days from the date on which adequate documents are received, the Ministry of Industry and Trade shall assess follow-up plans for oil fields, groups of oil fields, oil blocks before the expiry of petroleum contracts and request the Prime Minister to approve. The documents consist of:

a) Written presentation of assessment results and request for approval of follow-up plans for oil fields, groups of oil fields, oil blocks upon expiry of petroleum contracts to be sent to the Prime Minister;

b) Documents under Clause 3 of this Article;

c) Consolidated report on acknowledgement and presentation of feedback of ministries, central departments, and copies of written feedback of ministries and central departments.

7. Based on decision of the Prime Minister approving follow-up plans for oil fields, groups of oil fields, oil blocks upon expiry of petroleum contracts:

a) In case of ceasing to operate oil fields, groups of oil fields, or oil blocks, contractors are responsible for decommissioning petroleum installations in accordance with approved decommissioning plans;

b) In case of continuing with operation of oil fields, groups of oil fields, and oil blocks, the PVN shall receive oil fields, groups of oil fields, and oil blocks in their current states from the contractors and coordinate petroleum operations in accordance with financial regulations under Article 37 hereof until new petroleum contract is signed or for no longer than 2 years; select and designate entities responsible for petroleum operations during this period (if necessary). If no contractors express their interest or are selected to sign new petroleum contracts after 2 years from the date on which the PVN receives oil fields, groups of oil fields, and oil blocks, the PVN shall request the Prime Minister to assess, the Prime Minister to approve follow-up plans for oil fields, groups of oil fields, and oil blocks which utilize any of the two solutions under Clause 3 Article 41 of the Law on Petroleum. Documents and procedures for assessment, approval of follow-up plans for oil fields, groups of oil fields, oil blocks shall conform to Clauses 3, 4, 5, and 6 of this Article;

c) In case of taking over operation of oil fields, groups of oil fields, and oil blocks, the PVN shall carry out petroleum operations in accordance with Chapter VIII hereof.

Article 37. Financial regulations for regulating petroleum operations during periods that start from receipt of oil fields, groups of oil fields, oil blocks to signing of new petroleum contracts

Financial regulations for regulating petroleum operations during periods that start from receipt of oil fields, groups of oil fields, oil blocks to signing of new petroleum contracts according to Clause 3 Article 41 of the Law on Petroleum and Point b Clause 7 Article 36 hereof shall be implemented in a manner where any surplus created by revenues and expenditure on petroleum operations (including amounts submitted to guarantee funds for fulfillment of financial obligations for petroleum installation decommissioning, if necessary) shall be submitted to the state budget while maintaining effectiveness and closely controlling petroleum operation costs. Petroleum operation costs in this case mean deductibles of income subject to corporate income tax in accordance with corporate income tax laws, petroleum laws, relevant legislative documents, and international treaties to which Vietnam is a signatory. Financial regulations for regulating petroleum operations while waiting for the signing of new petroleum contracts include:

1. Petroleum sales generated by petroleum operations and other revenues (if any) shall be used for:

a) Paying and disbursing legitimate, reasonable costs incurred during petroleum operations according to approved operation programs and budget;

b) Paying estimated costs in subsequent period depending on approved operation programs and budget in advance;

c) Covering additional investment to increase petroleum reserve, maintain petroleum mining productivity; contributing to guarantee fund for fulfillment of petroleum installation decommissioning obligations for work items of additional investment (if any).

2. Submit the following amounts to the state budget on an annual basis:

a) Remaining revenues after spending on purposes under Clause 1 of this Article;

b) Remaining budget (if any) if total amount spent at the end of the period is lower than actual approved budget;

c) Interests (if any) of remaining provisions that are allowed to be retained at the end of financial year;

d) Remaining amount (if any) of guarantee fund for fulfillment of petroleum installation decommissioning obligations after decommissioning, determined by audit results as per the law;

dd) Surplus (if any) of revenues generated by liquidation of assets no longer useful for petroleum operations; equipment, instruments, materials, and wastes collected during petroleum installation decommissioning; legitimate, reasonable costs on a case-by-case basis.

3. The PVN shall be responsible for

a) developing and approving annual operation programs and budget;

b) developing and approving procedures for selecting contractors for service provision, procurement in salvaging operation of oil fields, groups of oil fields, oil blocks in a manner that is compliant with the Law on Petroleum and rules applicable to petroleum contracts;

c) producing quarterly reports to the Ministry of Industry and Trade on petroleum operations;

d) proposing follow-up plans appropriate to Clause 3 Article 41 of the Law on Petroleum.

Article 38. Regulations on management, recording, use of assets, and receipt of participating interests from contractors in special cases

1. If contractors decide to withdraw from petroleum contracts due to special reasons under Clause 2 Article 39 of the Law on Petroleum, the PVN shall receive all participating interests of the contractors under petroleum contracts and receive information, data, documents, specimen, petroleum installations, and other assets (if any) in their current states in accordance with agreement signed with the contractors.

2. Contractors shall be paid in value of state assets received and managed by the PVN under Clause 1 of this Article from state budget in accordance with agreement signed between the PVN and contractors.

3. The PVN shall manage and produce separate reports to monitor participating interests that they receive from contractors, information, data, documents, specimen, petroleum installations, and other assets (if any) in accordance with Clause 1 of this Article and specific decisions of the Prime Minister assigning the PVN to receive all participating interests from contractors in special cases and not record in state investment in enterprises and financial statements of the PVN.

4. On an annual basis, the PVN shall develop plans for expenditure on management, monitoring of assets and expenditure for relevant issues which shall be processed in accordance with Point d Clause 4 Article 64 of the Law on Petroleum and whose audit results shall be approved by Board of members of the PVN.

5. The Ministry of Finance shall take charge and cooperate with Committee for Management of State Capital at Enterprises in guiding, monitoring asset management performed by the PVN under Clause 1 of this Article.