Investment activities in Vietnam (hereinafter referred to as Vietnam investment) means the process of using financial resources, labor, natural resources and other physical assets to directly or indirectly reproduce simply and re-expanded production and Material and technical facilities of the general economy & a specific economic field. According to the 2014 Law of Investment, forms of investment include: Investment in establishment of economic organizations, capital contribution, share purchase, capital contribution to economic organizations, PPP contracts, BCC contracts.
a) Investors may establish business organizations in accordance with law. Before establishing a business organization, the foreign investor must have an investment project and apply for a Certificate of investment registration following the procedures in Article 37 of Vietnam Law of Investment 2014, and satisfy the following conditions:
b) Every foreign investor shall execute the investment project via a business organization established in accordance with Clause 1 of Article 22 of Vietnam Law on Investment 2014, except for the case in which investment is made by contributing capital, buying shares, buying capital contributions, or making investments under contracts.
c) Foreign investors may own an indefinite amount of charter capital invested in business organizations, except for the following cases:
a) When establishing business organizations, contributing capital, buying shares or capital contributions of business organizations; making investments under business cooperation contracts in one of the following cases, the foreign investor must satisfy the conditions and follow investment procedures applied to foreign investors:
b) Foreign-invested business organizations in other cases than those mentioned in Points a, b, and c of clause 1, article 23 of Vietnam law on investment shall satisfy conditions and follow investment procedures applied to Vietnamese investors when establishing business organization, when making investment by contributing capital, buying shares, buying capital contribution of business organizations, when making investments under business cooperation contracts (BCC)
c) If a foreign-invested business organization that is established in Vietnam has a new investment project, procedures for such investment project shall be followed without having to establish a new business organization.
d) The government shall specify the procedures for establishing business organizations to execute investment projects of foreign investors and foreign-invested business organizations.
a) Investors are entitled to contribute capital, buy shares, or buy capital contributions of business organizations.
b) Foreign investors making investment by contributing capital, buying shares, buying capital contribution of business organizations shall comply with regulations in Article 25 and Article 26 of Vietnam Law on Investment.
Foreign investors may contribute capital to business organizations in the following manners:
a) An investor shall follow the register the capital contribution, purchase of shares, or capital contributions in the following cases:
b) An application for registration of capital contribution or purchase of shares/capital contribution:
c) Procedures for registration of capital contribution or purchase of shares/capital contributions:
d) Investors other than those mentioned in Clause 1 of this Article shall follow procedures for changing shareholders/members as prescribed by law when contributing capital, buying shares/capital contributions of business organizations. If such investors wish to register the capital contribution or purchase of shares/capital contributions, regulations in Clause 3 of this Article shall be followed.
a) Investors and project management companies shall sign PPP contracts with competent authorities to execute an investment project to build new infrastructural works, to improve, upgrade, expand, manage, and operate infrastructural works, or to provide public services.
b) The Government shall specify the fields, conditions, and procedures for executing investment projects under PPP contracts.
a) Business cooperation contracts signed between Vietnamese inventors are executed in accordance with civil laws.
b) Procedures for issuance of Certificates of investment registration in Article 37 of this Law shall apply to business cooperation contracts signed between a Vietnamese investor with a foreign investor, or between foreign investors.
c) Parties to a business cooperation contract shall establish a steering board to execute BBC. Functions, tasks, powers of the steering board shall be agreed by the parties.
9. Contents of a business cooperation contract
a) A business cooperation contract shall contain:
b) During the execution of a business cooperation contract, parties may reach an agreement on using assets derived from the business cooperation to establish a company in accordance with regulations of law on companies.
c) Parties to a business cooperation contract may reach other agreements that do not contravene law.
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