Circular 03/bkh-Managing Projects: A Guide To Implementing Procedures Of Foreign Investment Projects In Vietnam

Original Language Title: Thông tư 03/BKH-QLDA: Hướng dẫn thủ tục triển khai thực hiện dự án đầu tư nước ngoài tại Việt Nam

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Circulars implementing procedures of foreign investment projects in Vietnam _ _ _ _ _ _ _ _ _ _ _ _ _ the MINISTRY of PLANNING and INVESTMENT pursuant to the law on foreign investment in Vietnam on November 12, 1996;
Pursuant to Decree No. 12/CP dated 18 February 1997 from the Government detailing the implementation of the law on foreign investment in Vietnam.
Pursuant to Decree 74/CP on November 1, 1995 by government regulations, duties, functions and organization of the Ministry of planning and investment.
The Ministry of planning and investment issued this circular guides the procedure of implementing foreign investment projects have been licensed to invest as follows: part I the PROCEDURE ESTABLISHED BUSINESSES and DEVELOPER of article 1.
a) for business venture 1. Within 3 months from the date granted the investment license, joint venture parties to organize the first session to perform the following principal tasks: 1.1. Establishment of the Board of the venture business as specified in article 11 and article 12 of the law on foreign investment in Vietnam;
1.2. Through the list of members of the Board; election of Chairman of the Board and Deputy Chairman of the Council Board; appointed General Manager, Deputy General Manager and Chief Accountant.
The parties to the joint venture may be elected Vice Chairman of the Board, the Vice Chairman of the Board is the President on behalf of the Board perform the functions of the Board as the Chairman of the Board is absent in the range to be Chairman of the Board of the authorization;
1.3. Through active regulation of the Board, determine the working relationship between the Board and the Director General, the Deputy Director; determining the powers, responsibilities of the President, the delineation of the functions and duties of the Director General and Deputy Director General.
1.4. Identify specifically the progress contributed capital of the joint venture parties; the monitoring mechanism, testing measures the shares; the program, planning and construction progress of formation of enterprise as the basis to the Director General plans to import the equipment, machinery, materials, recruitment plans, labor training, basic construction plan, the contracting economy provide materials, service ...;
2-report on the first session of the Board is sent to the Department of planning and investment of the province or city where business is centrally located (hereinafter referred to as the Department of planning and investment).
3-a list of the Board, General Director, the Deputy Director of the business venture was registered at the Department of planning and investment. The Department of planning and investment to confirm the list of the Board, General Director, the Deputy Director of the business venture, the stars sent the Ministry of planning and investment and the investment license.
b) 100% of the enterprises with foreign investment and capital investment projects in the form of business cooperation contract.
For 100% foreign-owned enterprises, the establishment of corporate management by the foreign investor the decision within the time limit specified in section 1 of this Article.
With regard to investment projects in the form of business cooperation contract, the parties needed business can establish Coordination Committee.
List of enterprise management personnel, 100% foreign capital and representing the party business was registered at the Department of planning and investment. The Department of planning and investment to certify the personnel list, the stars sent the Ministry of planning and investment and the investment license.
c) for investment projects in industrial zones, export processing zones.
For investment projects in industrial zones, export processing zones, the list of enterprise management personnel are registered according to the order specified in the paragraph 3 of point a and point b of this and why send the management of industrial zones, export processing zones where implementation of the project.
The case too the time limit stipulated that the unfinished business of the aforesaid procedure, the owner must report the investment licensing bodies about the cause of the delay and ask for the extension of the implementation.
Article 2.
After being appointed, the Director-General of the business venture or 100% foreign-owned businesses and the business side of the implementation of the administrative procedure as: 1-Sign disclosure statements established businesses under the provisions of article 32 of Decree No. 12/CP dated 18 February 1997 from the Government detailing the implementation of the law on foreign investment in Vietnam (hereinafter referred to as the Conference 12/CP).
2-registered corporate headquarters;
3-Carving and seal registration at the Department of public security of the province or city where business is centrally located;
4-open a bank account, register the accounting mode applied in the Ministry of finance;
5-sign labor recruitment plans with local labor management.
Article 3.
Enterprise with foreign investment made the following procedure: 1-applying for a land use permit under the provisions of chapter IV of Decree No. 12/CP and the regulation of the General Directorate of the main Address.
For business, industrial and export processing zones, after being granted the investment license, perform the contracted land leasing and use of public facilities in industrial zones, export processing zones, with a construction business and business infrastructure, industrial zones, export processing zones.
2-applying for a browser construction design in accordance with Article 84 and article 85 of Decree 12/CP; implementation of the rules on bidding for construction, procurement of equipment according to the bidding rules. At the end of the building to report key design work on the completion of the construction works and for permission to put into use according to the provisions of article 88 of Decree No. 12/CP; make the payment, settlement construction according to the provisions of article 89 and 90 of the Decree 12/Government.
3-register import-export activities, plans to export, import and consumption of products with the Ministry of trade as defined in article 47 of Decree No. 12/CP. 4-perform the procedure: register for the immigration of foreign workers; Register of practice; Register to use the means of communication; registered trademark, quality, ...
 
PART II ADJUSTMENT of ADDITIONAL INVESTMENT LICENSE, article 4.
Adjust content, additional investment license include: change of partners, the transfer of capital;
Change of investment form;
Change or complement operational objectives;
Open the branch.
Adjusted capital (including capital reduction, increase capital; changes in capital structure, capital contribution method ...).
The additional adjustment, such as: duration of the activity, the level of tax rates, land rent, consumption of products, machinery, equipment, condition (new, used), article 5.
1-for all cases adjust, additional investment, permit the owner to apply for licensing investment agency.
Profile includes: adjustable application, additional investment license by the Director General or the Deputy Director, at the first sign.
The decision of the Board of the venture business, the agreement of the parties to the contract of partnership business, the business owner's proposal 100% foreign capital.
Report deployment situation, make the investment license from being granted to the point please adjust, Supplement.
2-in addition to the documents referred to in item 1 above, customize the content recommendations adjust, additional license, the owner must submit the following explanation text: adjusting target: the reason for adjusting the goal project, the solution is to make the new target markets the technology, capital, ...

Capital increase: the reason for capital increase, the financial conditions to ensure the increase of capital and machinery category, additional equipment needs due to the capital increase. The case of capital gains by reinvesting profits must have the certificate of the capital transfer tax and change partners: the need for the transfer of capital; certificate for legal, financial capability of the new partnership; certified transfer contract, which stipulates clear conditions, and transfer method.
Open the branch: the need for and objectives of the branch: opinions approved by the provincial people's Committee about the location and extent of land lease (if any) for the location where her latest branch as a basis for production.
The remaining cases: the reason please adjust, additional investment license.
3-all the documents specified in section 1 and section 2 of this Article must be original or certified copy.
4-the number of the profile: for kinds of adjustments, additional investment in license category 1 as specified in item 1 of article 6 should submit three sets of records, including at least 1 original sets.
Đốivới type tune, adding the investment license of type 2 as defined in section 1 of article 6: payment is 6, which has at least one root.
In special cases, the licensing authority may request the investment the investor filed additional outside of the prescribed records on.
The profile should be printing, binding to lasting preservation under archive.
Article 6.
1-adjusting the investment license, supplemented by the following 2 types: type 1: do not change the objective and scope of the project;
Type 2: a change in goal, the scale of the project.
2-jurisdiction to decide the adjustment of investment licenses, additional rules are as follows: 2.1. With regard to supplement the investment license of type 1 specified in section 1: the Agency would permit investments then made the adjustments, additional license within the scope of his authority.
2.2. for the adjustment, adding the investment license of type 2 specified in section 1: for the project group A (the provisions of article 93, Decree No. 12/CP) and other B group projects when tuning became A group project: Ministry of planning and investment decision to the adjustment , additional licenses.
For other projects: investment licensing agency consultation the ministries concerned before deciding whether to adjust, additional licenses.
Article 7.
The time limit for processing the adjustment records, Supplement: 1-for the adjustment, additional investment in license category 1 as specified in item 1 of article 6: within 15 days of receiving the application, the Agency informed licensing decision for the owner.
2-for the adjustment, adding the investment license of type 2 as defined in section 1 of article 6: within 30 days of receiving a valid profile; Licensing Agency informed investment decision for the owner.
In the entire time since on no owner time to modify your application to adjust, Supplement.
 
PART III REPORT, statistics MODE, CHECK the OPERATION of the BUSINESS for FOREIGN-INVESTED enterprises article 8 foreign capital and foreign Parties involved in business cooperation contracts must submit annual financial reports to the Ministry of finance, the Ministry of planning and investment The Statistics Bureau, the province or city level, the statistical report to the Provincial Bureau of statistics or the central cities, the Ministry of planning and investment and the licensing of investment; perform statistical reporting regime under the provisions of the General Department of statistics and the Ministry of planning and investment.
For enterprises active in Industrial Zones, export processing zones, in addition to sending the report to the Agency on statistics, must send the report to the Board of management of Industrial Zones, export processing zones.
Article 9 The State administration performing the check of operation of business and functional business parties, jurisdiction is regulated by law.
To check the operation of the business for foreign investment is the agency conducting the examination announcement for at least 7 business days prior to conducting the inspection.
Businesses have invested abroad are responsible for preparing offers full information, as required by the data Group examine.
PART IV TRANSFER of GIAOKHÔNG CLAIMS and LIQUIDATE, dissolve things business 10.
The transfer does not reimburse the foreign Party's assets after the end of the contract to be made under the provisions of the contract and the investment license. Transfer of assets at the end of project activities to ensure the normal operation condition and owned by the State.
At least 6 months before the expiry of the activity, the Vietnam Side of the business venture and the owner (for 100% foreign-owned businesses) to the Finance Ministry report and notify the Licensing Agency for investment on the foreign Side delivered not possessions.
Article 11 the Board of liquidation business venture was established under the provisions of article 33 of Decree No. 12/CP is the help the Enterprise Board, subject to the direction of the Board in the implementation of the liquidation business.
The establishment and operation of the liquidation Committee in line with the following rules: 1. the liquidation Committee is Plenipotentiary of the business in liquidation, conduct liquidation business activities consistent with the decision to establish the Board of liquidation and responsible before the law about that activity.
2. At the latest within 15 days from the date a decision is founded, the first session meeting of the liquidation Committee to pass the plan, and the method of funding the activities of the Management Board for approval and reported on the mass media about the liquidation business.
3. During the conduct of business liquidation, the Board, the Director General, the Deputy Director and chief accountant has the duty to provide information, data, funding for liquidation activities, signed the papers of business related to liquidation.
4. When the time limit for liquidation prescribed in article 33 of the Decree 12/CP, if not liquidated, the liquidation Committee is still active; the parties to the joint venture itself handle any outstanding work; case of dispute shall be processed under the provisions of article 102 of the Decree 12/CP. 5. After the end of the liquidation, the Board of liquidation results report for licensing investment agency and the Ministry of planning and investment. The case required the Ministry of planning and investment, can request the specialized agencies assess the result liquidation before the final decision about the liquidation of the enterprise, the investment license revocation and notice of that decision to the authorities know. Inspection by enterprises.
The revenues of foreign investors from the liquidation of assets of businesses just to be moved abroad after the conclusion of the liquidation and that are investment license agency approval.
Article 12 When finished working correctly or before the deadline stated in the investment license, business owners 100% foreign capital and business parties must make the liquidation of assets and the payment of the obligations under the provisions of article 33 of Decree No. 12/CP and this circular.
Article 13 after the end of the operation, the owner filed: corporate seal for the Agency to grant the seal;
The investment license and corporate profile for the Department of planning and investment.
 
Part V article 14 ENFORCEMENT of the TERMS of this circular replaces to the provisions guiding the implementation of investment projects specified in circular No. 215UB/LXT 8 February 1995 of the State Committee for cooperation and investment-now the Ministry of planning and investment and the effective from date of signing.

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