The Laws continuously confirm to guarantee the legal capital and assets of foreign investors, and allows foreigners to invest in most sectors of the economy, particularly in sectors of export-oriented, agricultural activities, new materials, high technology, development research, environment protection, and others of similar nature.

I. Vehicles of Foreign Direct Investment

1. Establishment of economic organizations with 100% capital of investors

i. Domestic investors and foreign investors may invest in the form of 100% of their own capital to establish limited liability companies, joint-stock companies, partnerships or private enterprises under the provisions of the Enterprise Law and relevant laws.

ii. Enterprises with 100% foreign investment capital which have been established in Vietnam may cooperate with one another and with foreign investors to establish new enterprises with 100% foreign investment capital.

iii. An enterprise with 100% foreign investment capital shall have the legal person status under Vietnamese law, be established and operate from the date of grant of the investment certificate.

2. Establishment of joint-venture economic organizations between domestic and foreign investors

i. Foreign investors may enter into joint ventures with domestic investors to establish limited liability companies with two or more members, joint-stock companies or partnerships under the provisions of the Enterprise Law and relevant laws.

ii. An enterprise established under the provisions of Clause 1 of this Article may enter into a joint venture with domestic investors and foreign investors to invest in the establishment of a new economic organization under the provisions of the Enterprise Law and relevant laws.

iii. An enterprise investing in the form of a joint venture shall have the legal person status under Vietnamese law, be established and operate from the date of grant of the investment certificate.

3. Investment in accordance with contract: BCC, BOT, BTO, BT

a.    An investor shall be permitted to sign a BCC contract in order to co-operate in production and to share profits or to share products and other forms of business co-operation.

The contract shall set out the co-operating parties; the contents of the co-operation; the duration of business; the rights, obligations and responsibilities of each party; the co-operative relationship between the parties and the management organization as agreed by the parties.

A BCC contract in the sector of prospecting, exploration and mining of petroleum and some other natural resources and in the form of a production sharing contract shall be implemented in accordance with the provisions in this Law and other provisions of the relevant laws.

b.   An investor shall be permitted to sign a BOT, BTO and BT contract with the competent State body in order to implement projects for new construction, expansion, modernization and operation of infrastructure projects in the sectors of traffic, electricity production and business, water supply or drainage, waste treatment and other sectors as stipulated by the Prime Minister of the Government.

The Government shall provide regulations on investment sectors; on the conditions, order, procedures and methods of implementation of investment projects; and on the rights and obligations of the parties implementing an investment project in the contractual form of BOT, BTO and BT.

4.  Investment in business development

An investor shall be permitted to Invest in business development via the following forms:

1. Expanding scale, increasing output capacity and business capability.

2. Renovating technology, improving product quality and reducing environmental pollution.

5. Investment in the form of contribution of capital to, purchase of shares from, merger with or acquisition of enterprises

i. Investors are entitled to contribute capital to, purchase shares from, merge with or acquire enterprises in order to participate in management of investment activities under the provisions of the Enterprise Law and relevant laws. Merging or acquiring enterprises shall take over the rights and obligations of merged or acquired enterprises, unless otherwise agreed by the parties.

ii. When an investor contributes capital to, purchases shares from, merges with or acquires an enterprise in Vietnam, the investor shall comply with the provisions of treaties to which Vietnam is a contracting party on the ratio of capital contribution, forms of investment and the market opening roadmap; shall observe the provisions of the competition law and enterprise law on conditions for economic concentration; and shall meet investment conditions, if the investment project is in a conditional investment domain.

II. Agencies grant investment certificates

i) Provincial-level Peoples Committees shall make investment registration and grant investment certificates for the following projects:

a. Investment projects outside industrial parks, export processing zones, hi-tech parks and economic zones, including also investment projects defined in Article 37 of this Decree and for which the Prime Minister has approved the investment policy.

b. Investment projects on development on infrastructures in industrial parks, export processing zones or hi-tech parks in localities which have not yet set up industrial park, export processing zone and hi-tech park management boards.

ii) Industrial park, export processing zone, hi-tech park and economic zone management boards (hereinafter referred to as management boards) shall make investment registration and grant investment certificates for the following projects:

a. Investment projects within industrial parks, export processing zones, hi-tech parks and economic zones, including also investment projects defined in Article 37 of this Decree and for which the Prime Minister has approved the investment policy.

b. Investment projects on development of infrastructures in industrial parks, export processing zones, hi-tech parks and economic zones.

III. Applications

1. With respect of foreign invested projects which have an invested capital of below three hundred (300) billion Vietnamese dong. An investment registration dossier comprises:

* Projects are not included in the list of sectors of investment subject to conditions

i. Investment registration document (made according to a set form);

ii. Business cooperation contract, for investment under a business cooperation contract;

iii. Report on the financial capability of the investor (which is made by the investor and for which the investor shall bear responsibility).

iv. For an investment project associated with the establishment of an economic organization, in addition to the dossier referred to in Clause 1 of this Article, the investor shall also submit:

a/ The business registration dossier corresponding to the type of enterprise as provided for in the enterprise law and relevant laws;

b/ The joint venture contract, for investment in the form of establishment of a joint-venture economic organization between a domestic investor and a foreign investor.

* Projects are included in the list of sectors of investment subject to conditions

i. The file likes the file of Projects which are not included in the list of sectors of investment subject to conditions; and

ii. Exposition on the capability to satisfy the conditions which the project is required by law to satisfy.

2. With respect of foreign invested projects which have an invested capital at VND billion 300 or more. An investment registration dossier comprises:

* Projects are not included in the list of sectors of investment subject to conditions

i/ An application for an investment certificate (made according to a set form);

ii/ Written certification of the legal status of the investor: copy of the establishment decision or business registration certificate or a document of equivalent validity, for investors being organizations; copy of the passport or peoples identity card, for investors being individuals;

iii/ Report on the investors’ financial capability (which is made by the investor and for which the investor shall bear responsibility).

iv/ Econo-technical exposition containing the following major details: objectives, scale and location of investment; investment capital; project execution schedule; land use requirements; and technological and environmental solutions;

v/ Business cooperation contract, for investment under a business cooperation contract.

vi/ In order to carry out investment procedures at the same time with business registration procedures, in addition to the dossier referred to in Clause 1 of this Article, the investor shall also submit:

a/ The business registration dossier corresponding to the type of enterprise as stipulated in the enterprise law and relevant laws;

b/ Joint venture contract, for investment in the form of establishment of a joint-venture economic organization between a domestic investor and a foreign investor.

* Projects are included in the list of sectors of investment subject to conditions

i) The file likes the file of Projects which are not included in the list of sectors of investment subject to conditions; and

ii) Exposition on the capability to satisfy the market entry conditions.

IV Timing

i. Within 15 working days after the date of receipt of the valid investment registration dossier and business registration dossiers, the investment certificate-granting agency shall check the validity of the investment registration dossier or the business registration dossier (in case of establishment of an economic organization associated with an investment project) and grant an investment certificate. It may not require any additional papers.

ii. Within 7 working days after the date of grant of an investment certificate, the investment certificate-granting agency shall send its copies to the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Trade, the Ministry of Natural Resources and Environment, the State Bank of Vietnam, the branch-managing agency and concerned agencies.