2005 Investment Law and 2005 Enterprise Law are the framework of law and polities on the investment and business conditions of general applicability on the domestic enterprises and foreign invested business

2005 Investment Law reaffirms the principle of equality, secures the right to be initiative and the right to discretion of investors in investment  activities and step by step uniforms the business and investment conditions of general applicability on domestic enterprise and foreign invested business. In addition, in order to match with the road map committed under international treaties to which Vietnam is a member and in line with the features of the foreign investors, invested projects in Vietnam on a different basis of domestic investment projects, particularly in the 6 fields as follows:

1. fields in which investment is conditional

Please specify the regulations applicable only to foreign – invested project in Vietnam regarding the field in which investment is conditional?

The laws on investments stipulate some regulations only applicable in fields in which investment is conditional to foreign-invested projects in Vietnam on a different manner as compared to domestic investment projects. In particular, in addition to the general regulations on the fields in which investment is conditional in Article 29 of the Investment Law, foreign-invested projects investing in fields stipulated in Annex C issue in accordance with Decree 108/2006/ND-CP must satisfy the conditions and international treaties to which Vietnam is a member.

Please tell us about the regulations on authorities to approve to issue Investment Certificates only applicable to foreign-invested project in Vietnam?

Article 37 Decree 108/2006/ND-CP give general provisions on projects investing in some important fields, projects of big scale where the Prime minister shall approve the investment policies; in addition, Article 37.3 also provides for foreign-invested projects investing in 4 fields namely:

Please tell about the provisions on the establishment of economic organizations only for application to foreign investors?

Foreign investors can establish an enterprise in the form stipulated in the Enterprise Law, there are only specific regulations applicable to the establishment of enterprises in the form of joint stock companies and private enterprises as follows:

a)      for joint stock companies, the owner of foreign invested business must be founding shareholders, where there are a number of enterprise owners, at least one enterprise owner must be a founding shareholder (Article 11 Decree 101/2006/ND-CP).

b)      The establishment of private enterprises by foreign investors shall comply with separate regulations issued by the Prime minister (Article 87 Decree 108/2006/ND-CP)

Please name the regulations on investment procedures, items included in the investment project dossiers and sites for carrying out investment and business registration procedures only for application foreign investors?

1.      Regarding investment procedures:

Domestic investment project of less than VND 15 billion and not falling under fields in which investment is conditional shall not have to carry out investment registration (Article 42 and 43 Decree 108/2006/ND-CP)

Foreign invested projects of less than VND 300 billion (including below VND 15 billion) and not falling under fields in which investment is conditional all have to carry out investment registration (Article 44 Decree 108/2006/ND-CP)

Are foreign-invested enterprises in the form of Limited Liabilities sep up under the former Law on foreign Investment considered as Limited Liabilities Companies under the current Enterprise Law?

According to the former Law on Foreign Investment, joint venture enterprises and wholly-foreign owned enterprise formed up in the form of limited liability companies (Article 6, Article 15 of the Law on Foreign Investment);

In Article 6 Decree 101/2006/ND-CP date 21/9/2006 on re-registration, conversion and registration for renewal of Investment Certificates by foreign investment business under the Enterprise Law and the Investment Law, the joint venture enterprises and wholly - foreign owned enterprises formed up under the former Law on Foreign Investment may re-register or convert as follows: