The DECREE on investment in the form of construction contract-business-transfer, build-transfer-business, construction contract-transfer _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ the GOVERNMENT pursuant to the law on organization of the Government of 25 December 2001;

Pursuant to the law on investment of 29 November 2005;

Pursuant to the law building on November 26, 2003;

Pursuant to the law of business on November 29, 2005;

Pursuant to the law amending and supplementing some articles of the law concerning the basic construction investment on June 19, 2009;

Considering the recommendation of the Minister of planning and investment, the DECREE: chapter I GENERAL PROVISIONS article 1. Scope and object adjustment 1. This Decree regulates the fields, conditions, sequence, procedure, investment incentives; the rights and obligations of the parties to the construction contract-business-transfer, build-transfer-business, construction contract-transfer.

With regard to the form of the contract of other similar projects, the Ministry of planning and investment, the prime consideration, decide in each particular case.

2. The object of this Decree adjustments include investors, the State Agency has the authority to sign and perform contracts of the project, the agencies, organizations, individuals and enterprises related to the implementation of the project according to the provisions of this Decree.

Article 2. Explanation of terms In this Decree, the following words are interpreted as follows: 1. Construction contract-business-transfer (hereinafter referred to as the BOT contract) is a contract signed between the competent State agencies and investors to build the business, work infrastructures within a certain time limit; expiry, the investor cannot transfer reimbursement that works for the State of Vietnam.

2. Construction contract-transfer-business (hereinafter referred to as the BTO contract) is a contract signed between the competent State agencies and investors for the construction of infrastructure works; After construction is complete, the investors transferred that work for the State of Vietnam; The Government set aside for investors in business that works right within a certain time limit to recover capital and profits.

3. Build-transfer (hereinafter referred to as the contract) is a contract signed between the competent State agencies and investors for the construction of infrastructure works; After construction is complete, the investors transferred that work for the State of Vietnam; The Government facilitates the project investors to withdraw capital and profit or payment to investors under the agreement in the BT contract.

4. The project is the project to follow the BOT, BTO and BT contracts contracts, including the important national project and the remaining projects are divided into groups A, B and C according to the provisions of the law on construction.

5. Other projects is a different project or be competent State agencies delivered for investors to follow the conditions agreed in the contract for the project.

6. project contract is a contract of BOT, BTO, BT contract contract as defined respectively in paragraphs 1, 2 and 3 of this article and the accompanying documents.

7. institutional investors, individuals under the provisions of the investment law.

8. Business-BOT, BTO, BT Business Enterprise (hereinafter referred to as project business) is the business because of investors formed to design, build, operate, manage projects and to implement other projects.

9. feasibility study report (projects of building construction) is the set of proposals related to the removal of capital to design, build and operate, Manager of infrastructure works in the form of contracts of BOT, BTO and BT contracts contract.

10. Works of infrastructure works are encouraged to comply with the provisions of article 4 of this Decree.

11. The work of the project is the work of BOT, BTO and BT works.

Article 3. The State Agency has the authority to sign and perform contracts of the project 1. The State Agency has the authority to sign and perform contracts of the project is the Ministry, ministerial-level agencies, government agencies, provincial people's Committee, the central cities (hereafter referred to as the ministries, provincial people's Committee).

2. The base functions, tasks, powers and specific management conditions, the ministries, the provincial people's Committee may authorize its subordinate agencies to sign and perform contracts of Group B and Group C projects.

3. State bodies have the authority to sign and perform contracts project is a party to the contract of the project and make the rights, obligations, liability under the agreement with investors in the project contract.

4. Depending on the nature and scale of the project, the State Agency has the authority to establish departments or specified professional bodies as the Organization clue make the rights and obligations prescribed in the contract of the project, but in any case must bear full responsibility about the obligation to contract has been committed to the project.

Article 4. The field of investment 1. The Government encouraged the implementation of the project to build and operate, manage new infrastructure construction or improvement projects, expand, modernize and operate, manage existing works in the following areas: a) roads, bridges, tunnels, road ferry;

b) railway, railway bridge, railway tunnel;

c) airports, seaports, river ports;

d) systems provide clean water; the drainage system; collection system, waste water treatment, waste;

DD) power plants, power lines;

e) works the other infrastructure according to the decision of the Prime Minister.

2. for the works referred to in point e of paragraph 1 this, the ministries and the provincial people's Committee took the written comments of the ministries and relevant local to the prime consideration, decide in each particular case.

Article 5. Capital source implementation 1. Investors or business arrangements the project funds to implement the project under the agreement in the contract project.

2. for projects with total investment up to 1,500 billion, the equity ratio of the business project will not be lower than 15% of the total investment of the project.

3. for projects with a total investment capital of over 1,500 billion, the equity ratio of the business project is determined according to the principle of progressive sections as follows: a) for the capital to 1,500 billion, the equity ratio of the business project cannot be lower than 15% of the capital;

b) for the capital on 1,500 billion, the equity ratio of the business project is not less than 10% of the capital;

4. other projects to meet equity requirements (if any) prescribed by the law.

Article 6. Use the State capitals to project implementation 1. The total capital of the State to participate in the project may not exceed 49% of the total investment of the project.

2. With regard to project implementation to meet the urgent needs for the use of infrastructure work and other important projects, the ministries, the provincial people's Committee to consider, decide the use of the State budget to build ancillary, compensation organization clearance, resettlement, or perform other tasks to support the project.

3. capital support project implementation as stipulated in paragraph 2 of this Article are not calculated in the total investment of the project and are set up, managed, used according to the regulations for the use of capital investment projects in the State.

Article 7. Interdisciplinary working group 1. Depending on the needs of negotiations and implementation of the project, the State Agency has the authority to establish interdisciplinary working group to support the negotiation, execution of the project (hereafter referred to as the interdisciplinary working group). Components of interdisciplinary working groups include: a) A number of members representing the competent State agencies;

b) agency representatives at Central and local levels where the expected project implementation or related to the project;

c) a number of legal experts, technicians, other independent financial decision of authorized State agencies.

2. interdisciplinary working group has the task of: a) involved contract negotiations and project support to the competent State agencies perform tasks defined in this Decree;

b.) engagement to solve the problems arising in the course of the project;

c) perform other duties as required by competent State bodies.

3. the operating time of the interdisciplinary working group led by the State Agency has the authority to decide depending on the project requirements.

Article 8. The cost of the investment preparation and execution of tasks and powers of the competent State bodies 1. Costs, announced the project list, select Organization investor and other costs related to the implementation of the powers, responsibilities of competent State agencies deployed from the State budget on the basis of the estimation is the approval authority.

2. the costs of establishing, evaluating feasibility study report of the project or proposed project, including the costs related to the preparation of the project (not including the proposed project by the investor established in accordance with article 11 of this Decree) was assigned from the State budget and other sources of income (if any).

3. Depending on the nature and scale of the project, the investors were selected to implement the project to pay for competent State agencies prepare project costs stated in paragraph 2 of this Article.

Chapter II BUILDING and ANNOUNCED the PORTFOLIO article 9. Build project list 1. The base of the planning and economic development plan, the society in each period and the provisions of article 4 of this Decree, the ministries, the provincial people's Committee held up portfolio BOT, BTO and BT projects projects of local and industry (hereafter referred to as project list).

2. Every project in the project list must have the following principal contents: a) the name of the project;

b) target of the project;

c) estimated location of the project and other projects (if any);

d) summarizes these specifications mostly and total investment is expected to implement the project;

DD) name, address, telephone number, fax number of the authorized State agencies to sign and implement the project contract.


3. Depending on the objective, nature and location of each project in the portfolio, the ministries, the provincial people's Committee sent the list of projects to the ministries and relevant to local opinions.

4. The text of the opinions stated in paragraph 3 of this article must explain the goals, the location, the design capacity, projected capital investment, minimum requirements on technical and financing of each project in the project list.

5. The base functions, duties and powers prescribed by the law, ministries, sectors and localities concerned for comments in writing on the issues outlined in paragraph 4 of this Article and other issues within 30 working days from the date of the project list.

6. Project list may be modified, supplemented in case of change of planning, economic development, social sector, local or due to a change in the project in the project list was announced.

Article 10. Announced project list 1. In January every year, the ministries and the provincial people's Committee announced the project list page on the Ministry's electronic information, local branches and posted on the tender Notice in 3 consecutive numbers. Project list was announced to have the content mainly prescribed in clause 2 article 9 of this Decree.

2. the minimum period for investors to choose and register the project with the competent State agencies is 30 working days from the date the project list was increased last time load as defined in paragraph 1 of this article.

3. Expiry referred to in paragraph 2 of this article, the competent State agencies posted the list of investors who have sent the registration documents of the project on the bidding Report and electronic information Page of the Ministry, local branches.

Article 11. The project proposed investment by 1. Investors can propose the project outside the project list was announced and must submit project proposals ministries, provincial people's Committee for approval.

2. the project proposal including the content prescribed in clause 2 article 12.

3. The records suggest approval of proposed projects include the following: a) text recommended approval of the proposed project;

b) documents proving the legal status and financial capacity, the technique of investors;

c) introduced the financial capacity and experience implementing similar projects (if any);

d) other documents required for the award of the project proposal.

4. The ministries, provincial people's Committee receive proposals in the scope of the functions, duties, powers and conduct the review, approval of the proposed project under the provisions of paragraph 3, 4 and 5 article 9 of this Decree.

For proposals not yet included in the development plan, the ministries, the provincial people's Committee, the additional consideration of planning under the authority or the prime consideration, additional planning approvals.

5. where the proposed project is approved, the ministries, the provincial people's Committee decided to supplement the project on the project list and posting the basic content of the project as defined in clause 2 article 9 on electronic information of the Page, local branches and posted on the tender Notice in 3 consecutive numbers. Within a period of a minimum of 30 days from the date the post was last without other investors participate, the ministries, the provincial people's Committee decision indicated investors have approved proposals to negotiate the contract project.

6. in case there are other investors sign project implementation, the ministries, the provincial people's Committee to hold a tender to select the investor as defined in article 13 of this Decree.

Article 12. Establishment, approval of the project proposal and feasibility study report 1. Depending on the nature and scale of the project, the State Agency has the authority to organize feasibility study reports or proposals to serve as a basis for the establishment of the bid and organizing project contract negotiations with investors.

2. the proposals included the following: a) the analysis of the necessity and the advantages of the implementation of the project in the form of contracts of BOT, BTO, BT contract contract compared to other forms of investment;

b) projected capacity, location, construction area, the projects, the demand for land use;

c) analysis, preliminary selection on technology, engineering; the conditions for providing materials and equipment, raw materials, energy, services, technical infrastructure; clearance approach, relocation (if available); effects of the project with respect to the ecological environment, fire prevention, security;

d) determines the total investment of the project;

DD) defining the kind of price, cost of goods, the expected services from exploitation of the work;

e) identified time building, mining works, method of business management and Organization (for BOT projects and projects of BTO);

g) conditions, method of transfer and reception of works in accordance with the provisions of Chapter VI of this Decree;

h) proposal to adopt the form of incentives, investment support and Government guarantee (if any) consistent with the provisions of Chapter VII of this Decree;

I) preliminary evaluation, social economic efficiency of the project;

k) for BT project, in addition to the content outlined in points a, b, c, d, g, h, i, project proposals must identify the payment terms or conditions of the project.

3. the feasibility study report of BOT projects and projects including the BTO content according to the provisions of the law on construction and the corresponding content specified in paragraph 2 of this Article.

4. for the project content, apart from the BT was established under the provisions of the law on construction, feasibility study report must include the content specified at points a, b, c, d, g, h, i, k, item 2 of this Article.

5. The authority approved the feasibility study report and the proposed project is defined as follows: a) the Prime Minister approved the feasibility study report and proposed national important projects according to the resolutions of the Congress, the project needs to use land from 200 hectares and over , The project has required the guarantee of the Government and A group project has a total investment from 1,500 billion;

b) Ministers, heads of ministerial agencies, Chairman of the provincial people's Committee approved the feasibility study report and proposed projects rest in groups A, B and C.

Chapter III OPTIONS INVESTORS NEGOTIATE CONTRACTS article 13 PROJECT. Choice of investors bidding for the project in the project list was announced 2 investors over the same sign made, State authorities have the authority to hold a tender in the water or to opt for international investors.

Article 14. Specify The investors indicated that investors are only applied when responding to one of the following conditions: 1. Within the time limit specified in paragraph 2 to article 10 of this decree that only a registered investor of the project;

2. where the provisions of clause 5 article 11 of this Decree;

3. project implementation to meet the urgent needs for the use of infrastructure works because the Prime Minister decides on the basis of proposals of the ministries, the provincial people's Committee and the evaluation report of the Ministry of planning and investment.

Article 15. Negotiations, project contracting and related contract 1. The resulting base investor choice according to the provisions of article 13 and article 14 of this Protocol, the competent State Agency organized the project contract negotiations with selected investors.

2. The rights, the obligations of the business project, the authority receiving the project as defined respectively in article 16, article 17 of this Decree and the contracts related to the project (if any) may be negotiated simultaneously with the project contract negotiations.

3. After the end of negotiations, contract projects and contracts related to the project (if any) are signed off between the parties concerned.

4. After the project was certified under the investment provisions of chapter V of this Decree, the investors and authorized State agencies conduct formal project contract signed. The case project contract contents have changed in comparison with the project contract signed off, investors must notify the content modification for certification bodies to invest before the formal signing.

Chapter IV article 16 PROJECT CONTRACT. Project contract contents 1. The contract specified purpose, project scope, project content; rights, obligations of the parties in the design, construction, business management, public works projects and other projects (if any).

2. The rights and obligations of the business project is the agreement by one of the following ways: a) enterprise project, after being established, the project contract to become investors along with a party of the contract;

b) competent State agencies, investors and businesses signing project allows the receiving project business and exercise their rights, the obligation of the investor as defined in the project contract. This text is an integral parts of the contract project.

Article 17. The authority receiving the project 1. The parties can deal the lender receives a portion or all of the rights and obligations of the business project (hereafter referred to as the right to receive the project) in the project business case or investor does not perform the obligations under the contract of the project or contract loans. After receiving the project, the lender must fulfill the corresponding obligation of the enterprise project or investor as defined in the project contract.

2. The conditions, procedures and content of the right to receive the project of the lender must be stipulated in the contract of loan, secured loan documents or other agreement signed between the enterprise project or investor with lender and must be competent State agency approvals.

Article 18. Transfer of rights and obligations under the contract of the project 1. Investors may transfer a part or all of its rights and obligations under the contract project.

2. The transfer of a part or the whole project must comply with the conditions and procedures prescribed by the law on investment, construction and related legal documents.


3. The transfer as defined in clause 1 and clause 2 of this must be competent State agencies approved and do not affect the objectives, scale, technical standards, the progress of the project and other conditions agreed in the contract of the project.

Article 19. Additional amendments project contract 1. Project contract can be modified, supplemented by a change of scale, standards engineering, the total investment has agreements or due to unforeseen events and other cases as specified in the project contract.

2. The parties agreed in the contract of the project the modified conditions, additional contract project.

3. The amendments and supplements of the contract of the project must be the certification agency approved investment.

Article 20. Term of project 1. Term project by the parties to the agreement consistent with the field, the scale, the nature of the project and can be extended or shortened according to the conditions stipulated in the contract project.

2. for BOT contracts and contracts of BTO, the specific agreement right time, build time and complete works; time, business time-transfer of the work (for the BOT contract) and the time, the time of transfer-business (for BTO contract).

3. for contracts of BT, the specific agreement right time, build time and transfer the work BT. time, operating time and finish the project by the parties to the agreement depending on the field, the scale, the nature of the project in accordance with the provisions of the law on investment construction, and the text of the relevant law.

Article 21. Project termination 1. Project contract termination effect due to the end of the time limit agreed or finish ahead of time due to an error in violation of one of the parties that no effective remedies, due to unforeseen events or other circumstances stipulated in the contract project.

2. The parties agreed in the contract of the project the conditions to terminate the contract of the project and measures to handle when project contract termination ahead of time in the case prescribed in clause 1 of this article.

Article 22. Application of foreign laws regulate contractual relations projects and the related contract 1. The competent State authorities and foreign investors can deal applying foreign law to the following contracts: a) to contract;

b) The contract is the competent State agencies guarantee the obligation to implement the provisions of article 30 of this Decree.

2. The application of foreign law as prescribed in paragraph 1 of this article are not contrary to the provisions of the law of Vietnam.

Article 23. Guarantee obligation to perform the contract of the project 1. Measures to ensure the implementation obligations apply project contracts in the form of the guarantee of a bank or other obligation secured measures according to regulations of the civil law.

2. for projects with total investment up to 1,500 billion, the amount of the secured obligation to perform the contract the project not be lower than 2% of the total investment.

3. for projects with a total investment capital of over 1,500 billion, the amount of the secured obligation to perform the contract projects are determined according to the principle of progressive sections as follows: a) for the capital to 1,500 billion, the amount of the secured obligation to perform the contract project no lower than 2% of the capital;

b) for the capital on 1,500 billion, the amount of the secured obligation to perform the contract is not lower than 1% project of this stake;

4. Secure the obligation to implement the project contract is effective from the day the contract was officially signed to the project on the work to be completed.

Chapter V CERTIFICATION PROCEDURES and INVESTMENT PROJECT IMPLEMENTATION article 24. The Agency granted investment certificates 1. The Ministry of planning and investment granted investment certificates for the following projects: a) The national important projects;

b) projects that ministries or agencies authorized by the Ministry of industry, is the competent State agencies of the contract;

c) implementation projects in several provinces and cities under central.

2. provincial people's Committee issued a certificate for the investment projects not subject to the provisions in clause 1 of this article.

Article 25. Profile, sequence, procedure, assessment of investment certificates 1. Investors filed 10 record, including at least 1 the root certification authority for the investments referred to in article 24 of this Decree to the Organization, assessment of investment certificates.

2. The records suggest the investment certificates are: a) the suggested text of investment certificates;

b) project contracts have been signed off and the contracts related to the project (if any);

c) feasibility study report;

d) joint venture agreement and the Charter business project (if any).

3. Verify contents include: a) the rights and obligations of the parties under the contract;

b) progress on the implementation of the project;

c) land use needs;

d) environmental solutions;

DD) The recommendations of investors on investment incentives, the Government's guarantee (if any).

4. the certification body conducting investment, investment certificates to investors within 45 working days of receipt of a valid profile.

Article 26. Investment certificate contents 1. Investment certificate includes the following principal contents: a) the name, address of the investor and the enterprise project;

b) project name;

c) objective and the scale of the project;

d) location of the project and land use;

DD) total investment of the project;

e) time and the progress of the project; the progress of the contract financing the project;

g) incentives, investment support (if any).

2. for the BT project, in addition to the content of the regulation for construction projects referred to in paragraph 1 of this article 12, the right investment certificates stipulated payment conditions or other project conditions as specified in the project contract.

Article 27. Business registration, establishment and management of the business organization of the project 1. Business investors to establish projects or additional business lines business in business registration certificate (for investors have established economic organizations). Record, process, business registration procedures or add business registration according to the regulations of the corporate law.

2. The certificate of investment for foreign investors at the same time as the business registration certificate of the enterprise project.

3. Organizational Management, powers and responsibilities of the project business for investors decided to match the rules of the project contracts, corporate law, investment law and the text of the relevant law.

Article 28. The project implementation conditions 1. The project was implemented after the investors investment certificates and under the conditions agreed in the contract for the project.

2. other projects are implemented over time, progress by the parties to the agreement in the contract of the project in accordance with the law on investment and construction.

Article 29. The organization selected a contractor to the project 1. Project business is responsible for the choice of consultant, shops of goods, construction and other contractors to perform the project. The selection of the contractor in the scope of the law of tenders must comply with the provisions of the law of tenders.

2. The result of choosing the contractor shall inform the competent State agencies within 15 working days from the date of decision choosing contractors.

Article 30. Preparing the ground to build 1. The provincial people's Committee is responsible for the clearance and complete the procedure of assigning the land or rent land for the project in accordance with the law and the conditions of use specified in the contract project.

2. Compensation, clearance and resettlement costs due to project business payment and is calculated on the total investment of the project, except in the case of State budget funds are used to support clearance compensation, as defined in clause 2 article 6 of this Decree.

Article 31. Set design, engineering, construction management, monitoring of projects 1. The reporting base feasibility studies and project contracts, project business design techniques to send the competent State bodies to monitor, check. The case of engineering design changes compared to the feasibility study report, project business to the State Agency has the authority to review the decision.

2. self project business management, monitoring or hired independent consultants to organization management, construction supervision, collecting items and entire works as designed was the agreement consistent with the provisions of the law on construction and agreement in the contract project.

3. the competent State Agency is responsible for monitoring, evaluating compliance with the obligation of the investor and project business in implementing the requirements of the planning, targeting, scale, technical standards, quality of construction, the progress of capital mobilization and project implementation , environmental protection and other issues agreed upon in the contract project.

4. The adjustment of the investment, design, engineering, and other conditions agreed in the contract of the project was reviewed only in the following cases: a) the project is affected by natural disasters or other unforeseen events;

b) appears the elements bring greater efficiency to the project;

c) When planning the change directly to the location, the scale, nature and objectives of the project;

d) other circumstances as stipulated by the Government.

Article 32. Business management and works 1. Business project management, business or business works project (the project) in accordance with the provisions of the law and according to the conditions agreed in the contract for the project.

2. enterprises can hire a project management organization to perform the work outlined in paragraph 1 of this article entails the project business conditions bear the entire responsibility of governing.

3. in the course of business process, Enterprise and Enterprise BTO BOT is obliged:


a) treated equally with all the legitimate users of the products, the service project provided by enterprises; do not use the right business works to discrimination or denial of service for users;

b) perform periodic maintenance, repair works under the project contract, ensuring proper operation of design works;

c) product supply, service quality and quantities by agreement in the contract of the project in the business until the time the work is transferred (for BOT projects);

d) guarantees the use of works under the conditions stipulated in the contract for the project.

4. BT business done other projects according to the conditions agreed in the contract of the project, in accordance with the provisions of the investment certificates, the law on investment, construction and the relevant legal texts.

Article 33. Price, cost of goods, services and revenues 1. Price, cost of goods and services for the enterprise project provides to be prescribed in the contract of the project according to the principle of full compensation costs, taking into account the market price correlations, ensuring the benefits of the project, the business users and the State.

2. price adjustment conditions, cost of goods, services and revenues must be specified in the project contract.

3. When adjusting the price, cost of goods, services and other revenues (if any), enterprise project notice 30 days for the competent State bodies. The adjusted price, cost of goods, services and other revenues administered by the State must be the authorized State agency approvals.

Article 34. Support the business fee project created conditions conducive to properly price and enough income, service fees and other legitimate revenues from exploitation of the work. In case of need, Project enterprise may request competent State agency support costs or other revenues from the business works.

Chapter VI TRANSFER PROJECTS Article 35. General provisions on transfer of projects 1. As for the BOT works, after the time of business works as specified in paragraph 2 to article 20 of this Decree, the investors transferred do not reimburse for BOT works the competent State bodies.

2. for The process of BTO, after completion of the work as specified in paragraph 2 to article 20 of this Decree, the investors transferred does not reimburse the competent State authorities and allowed to continue business works according to the conditions agreed in the contract for the project.

3. for works BT, after completion of the work as defined in paragraph 3 article 20 of this Decree, the transfer of investment projects for State agencies have the authority under the conditions stipulated in the contract project.

Article 36. Settlement and transfer BOT works 1. Within six months from the date of completion of projects under the agreement in the contract of the project, the investor must file a capital value settlement construction consistent with provisions of the law on construction.

2. the competent State agency agreement with investors choosing independent audit organization has the capacity and experience to perform the audit of the value of capital construction projects.

3. The transfer of the work is performed according to the following conditions and procedures: a) a year before the date of delivery or within the time limit agreed in the contract of the project, the investor or enterprise project are posted publicly on the transfer of the work and issues related to the procedure , the time limit for liquidation of the contract, payment of the debt;

b) competent State agencies organize quality, value, status works under the agreement in the contract of the project, the establishment of the asset transferred, identify the damaged (if any) and the business requirements of the project made the repair and maintenance works.

e) investors and project business to ensure your property is not used as the traffic volume of assets to guarantee implementation of financial obligation or pledge as collateral to guarantee the obligations of investors or business projects arising prior to the transfer of unless the contract otherwise specified projects;

d) enterprise project is responsible for the transfer of technology, training, and perform routine maintenance, overhaul to ensure the technical conditions of operation works normally in accordance with the requirements of the project contract.

DD) after receiving the project works, the competent State agencies of management organization, operating the works according to the functions, competence.

Article 37. Transfer of the BTO and BT 1. The transfer of the work BT is done according to the conditions and procedures prescribed in article 36 of this Decree.

2. In addition to the provisions in paragraph 2 to article 35 and the points b, c paragraph 3 to article 36, the transfer of the BTO made under an agreement in contract projects.

3. The Ministry of Finance shall guide the implementation of the rules on settlement construction project value under the provisions of article 36 and this.

Chapter VII INCENTIVES and INVESTMENT GUARANTEES for INVESTORS and PROJECT BUSINESS Article 38. Incentives, investment support 1. Business and Enterprise BTO BOT enjoying the preferential enterprise income tax according to the provisions of the law on enterprise income tax statements.

2. Goods imported to the project of the business enterprise, BTO and the BOT of the contractors prescribed in article 29 of this decree were entitled to preference under the provisions of the law on the export tax, import tax.

3. Business Enterprise and BTO be free BOT money to use land for land is State Affairs or are free during the whole duration of the project.

4. Incentives for BT business is regulated as follows: a) BT Business and the contractor under the provisions of article 29 of this decree were entitled to preferential tariffs for goods imported to BT construction according to the provisions of the law on the export tax, import tax.

Imported tax for goods imported to perform other project to be applied under the provisions of the law on the export tax, import tax.

b) BT business is free, money used for an area of land used for construction of BT in the construction works;

c) enterprise income tax for other projects to be applied depending on the field and invested in accordance with the law on investment and the law on enterprise income tax.

Article 39. Tax for the participating contractors of the project 1. Foreign contractors (if any) join the project filed the taxes and enjoy preferential tax reduction, exempt under the provisions of tax legislation applicable to foreign contractors.

2. Vietnam contractors perform the obligations under the provisions of tax legislation applicable to the Vietnam business.

Article 40. Guarantee obligations of investors, business projects and other businesses in case needed and depending on the nature of the project, the Government appointed the competent agency loan guarantees, the supply of raw materials, product sales and other contract obligations to investors Business, project or other businesses to join the project and guarantee obligations of the State enterprises to sell raw materials, products, and services of the business project.

Article 41. Property rights 1. Project business are pledging, mortgaging the property and right to use the land under the provisions of the law.

2. The pledge, mortgage the property of enterprise projects must be approved by the competent State authorities and does not affect goals, progress and operation of the project as specified in the project contract and in accordance with the provisions of the law.

Article 42. The right to buy foreign currency 1. In the process of building and construction, business or corporate investors bought foreign currency project at credit institutions are allowed to operate foreign exchange to meet the current transactions, capital transactions and other transactions in accordance with the law on Foreign Exchange Management, including : a) pay rent, equipment and machinery from abroad;

b) import of machinery, equipment and products, other services to implement the project;

c) payment of the debt (including the debt principal and interest.) loans;

d) for payment of debts (including the debt principal and interest) Bank loans in foreign currency to import machinery, equipment and products, other services to implement the project;

DD) Transfer of capital, profits, the liquidation of investments, payments for the provision of engineering, services, intellectual property and other legal incomes abroad (for foreign investors).

2. Government guarantee or currency to balance support for some important projects in the fields of energy, transportation and construction waste.

43 things. Guaranteed to provide the public service 1. Enterprise project used the land, roads and other ancillary works to accomplish the project in accordance with the law.

2. where there is a shortage of public service or has restrictions on the object to be used for public works, project business offers priority service or priority level the right to use public works to implement the project.

3. the competent State agencies responsible for business support projects implemented the procedures needed to be allowed to prioritize use of services and public works.

Article 44. Dispute resolution 1. Disputes between the competent State agencies and investors or business project and disputes between business projects with economic organizations joined the project must first be resolved through negotiation, mediation. The case is not resolved by negotiation, mediation the parties may bring the dispute resolve out in court or arbitration organization of Vietnam under the provisions of the law of Vietnam, except in the case prescribed in clause 2 and clause 3 of this article.


2. Disputes between the competent State agencies with foreign investors or business projects in the process of implementation of project contract and the contract of guarantee according to the provisions of article 30 of this Decree shall be resolved through arbitration or a court or an Arbitration Council of Vietnam by the parties to the agreement established.

3. Disputes between the project with business organizations, foreign individuals or organizations that Vietnam and economic disputes between investors together are settled according to the provisions of the investment law.

Article 45. Guarantee of capital and assets 1. Capital and assets of investors not be nationalized or confiscated by administrative measures.

2. In case of need, purchase requisition, featured property of the investor, the State guaranteed payment or compensation of property and capital of investors in accordance with the investment law or under other conditions agreed in the contract of the project.

Chapter VIII STATE MANAGEMENT for INVESTMENT PROJECT in the FORM of CONTRACTS of BOT, BTO and BT CONTRACTS CONTRACT Article 46. The duties and powers of the Ministry of planning and investment to 1. Presiding Editor, issued under the authority or the Government issued legal documents on investment in the form of contracts of BOT, BTO and BT contracts contract.

2. Guide the implementation of the regulation on the establishment, approval of the project proposal and feasibility study report; the choice of the investor and organize project contract negotiations; the content of the contract of the project; the sequences, procedures, tuning, recovery of investment certificates, other relevant matters under the jurisdiction specified in this Decree.

3. Join comments on the construction planning, portfolio of the ministries, the provincial people's Committee.

4. Presiding, in coordination with the ministries concerned the prime consideration, decide on the implementation of the project is not in the field or form project contract stipulated in this Decree.

5. Join comments on the choice of the investor of the project contract negotiations and send representatives to join the interdisciplinary working group at the request of the ministries, the provincial people's Committee in each specific case.

6. Verify, level, tuning, recovery of investment certificates for the projects under the jurisdiction clause 1 article 24 of this Decree.

7. Join the project assessment for the problems in the functions, competence at the request of the ministries, the provincial people's Committee. Hosted, in cooperation with the ministries, the provincial people's Committee guide test, inspection by the authority for the operation of the project; General, reviews the implementation of investment projects in the form of contracts of BOT, BTO and BT.

9. Perform other duties and powers prescribed by the law.

Article 47. The duties and powers of the Ministry of finance 1. Duties and powers referred to in paragraphs 3, 5 and 7 to article 46 of this Decree.

2. Guide the implementation of the provisions on the costs of preparing project and the use of the funding activities of competent State agencies in the project management process; the financial targets of the project contract; conditions and method of payment for the investors of the project BT; other relevant matters under the jurisdiction specified in this Decree.

3. In coordination with the Ministry of planning and investment to implement the tasks outlined in paragraph 8 to article 46 of this Decree.

4. Perform the duties, other rights prescribed by law.

Article 48. The duties and powers of the Ministry of Justice 1. Participate in negotiating the issues concerning applicable law, dispute resolution, Government guarantees and other legal issues of the project contracts at the request of the competent State Agency in each specific case.

2. Assessing and commenting on the differences between the provisions of the contract and the law project in the country.

3. Host content negotiation and legal opinions on contracts for projects in each specific case.

4. Perform the duties, other rights prescribed by law.

Article 49. The duties and powers of the Ministry, other sectors 1. Perform other duties and powers referred to in paragraphs 3, 5 and 7 to article 46 of this Decree.

2. Build and publish project list of ministries according to the provisions of this Decree.

3. Join comments on planning, advocates the implementation of projects in the field of management.

4. Receiving external project portfolio was announced and reporting feasibility study or project proponent as defined respectively in articles 11 and 12 of this Decree.

5. direct or delegated to subordinate Agency is the State Agency has the authority to sign and perform contracts of the project as defined in article 3 of this Decree.

6. Approved plans and results for the selected investments project contract negotiations under the authority.

7. In collaboration with the Ministry of planning and investment to implement the tasks outlined in paragraph 8 to article 46 of this Decree.

8. Perform other duties and powers prescribed by the law.

Article 50. The duties and powers of provincial people Committee 1. Perform other duties and powers referred to in paragraphs 3, 5, and 7 to article 46 of this Decree.

2. Build and publish the list of local projects under the provisions of this Decree.

3. Join comments on planning, advocates the implementation of projects in the field of management.

4. Receiving external project portfolio was announced and reporting feasibility study or project proponent as defined respectively in articles 11 and 12 of this Decree.

5. direct or delegated to subordinate Agency is the competent State agency contracting projects as defined in article 3 of this Decree.

6. Verify, level, tuning, recovery of investment certificates for projects under the jurisdiction rules in paragraph 2 article 24 of this Decree.

7. Approved plans and results for the selected investments project contract negotiations under the authority.

8. In collaboration with the Ministry of planning and investment to implement the tasks outlined in paragraph 8 to article 46 of this Decree.

9. Perform other duties and powers prescribed by the law.

Chapter IX Enacted PROVISIONS 51. Effective enforcement of this Decree has effect from the date of 15 January 2010 and replacing Decree No. 78/2007/ND-CP dated 11 May 2007 of the Government on investment in the form of contracts of BOT, BTO and BT contracts contract.

Article 52. Transitional provisions 1. The project investor is granted investment certificates before the date of the Decree has effect was continued under the provisions of the contract projects and investment certificates.

2. The project had decided to select the investor before the Decree has effect not done bidding rules on the choice of the investor as defined in article 13 of this Decree.

3. Unless the Prime Minister approved, investors had signed on earlier projects by this Decree, enforceable and not yet certified to investment project contracts and perform the certification procedure of investment consistent with the provisions of this Decree.

Article 53. Implementation 1. The Ministry of planning and investment, in coordination with the ministries concerned, this Decree implementation guide.

2. The Minister, Prime Ministerial agencies, heads of government agencies, the Chairman of the provincial people's Committee, the central cities in the scope of its powers and functions are responsible for the implementation of this Decree.